Exhibit 4.1


EXECUTION VERSION









 


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

as Depositor


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

as Master Servicer


KEYBANK NATIONAL ASSOCIATION,

as Special Servicer


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

as Certificate Administrator


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


and


PENTALPHA SURVEILLANCE LLC,

as Operating Advisor and as Asset Representations Reviewer


POOLING AND SERVICING AGREEMENT


Dated as of


February 1, 2022


Benchmark 2022-B32 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates, Series 2022-B32


 


 








    	 



    	 



    

TABLE OF CONTENTS


Page




	Article I

                                                                                 

                                                                                DEFINITIONS

	Section 1.01   Defined Terms	8
	Section 1.02   Certain Calculations	128
	Article II

                                                                                 

                                                                                CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF RR INTEREST

	Section 2.01   Conveyance of Mortgage Loans	129
	Section 2.02   Acceptance by Trustee	136
	Section 2.03   Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase
or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	141
	Section 2.04   Execution of Certificates; Issuance of Lower-Tier Regular Interests	158
	Section 2.05   Creation of the Grantor Trust	159
	Article III

                                                                                 

                                                                                ADMINISTRATION AND SERVICING OF THE TRUST FUND

	Section 3.01   The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration
of the Mortgage Loans, the Serviced Companion Loans and REO Properties	159
	Section 3.02   Collection of Mortgage Loan Payments	166
	Section 3.03   Collection of Taxes, Assessments and Similar Items; Servicing Accounts	172
	Section 3.04   The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Non-VRR Gain-on-Sale
Reserve Account, the VRR Interest Gain-on-Sale Reserve Account and the VRR Interest Distribution Account	177
	Section 3.05   Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution
Account	184



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	Section 3.06   Investment of Funds in the Collection Account, the Servicing Accounts and the REO Account	195
	Section 3.07   Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	197
	Section 3.08   Enforcement of Due-on-Sale Clauses; Assumption Agreements	203
	Section 3.09   Realization Upon Defaulted Loans and Companion Loans	209
	Section 3.10   Trustee and Custodian to Cooperate; Release of Mortgage Files	213
	Section 3.11   Servicing Compensation	215
	Section 3.12   Inspections; Collection of Financial Statements	222
	Section 3.13   Access to Certain Information	228
	Section 3.14   Title to REO Property; REO Account	242
	Section 3.15   Management of REO Property	244
	Section 3.16   Sale of Defaulted Loans and REO Properties	246
	Section 3.17   Additional Obligations of Master Servicer and Special Servicer	253
	Section 3.18   Modifications, Waivers, Amendments and Consents	256
	Section 3.19   Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	268
	Section 3.20   Sub-Servicing Agreements	276
	Section 3.21   Interest Reserve Account	279
	Section 3.22   Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	279
	Section 3.23   Controlling Class Certificateholders, Directing Certificateholder and Risk Retention Consultation
Parties; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Parties	280
	Section 3.24   Intercreditor Agreements	283
	Section 3.25   Rating Agency Confirmation	286
	Section 3.26   The Operating Advisor	288
	Section 3.27   Companion Paying Agent	294
	Section 3.28   Companion Register	295
	Section 3.29   Certain Matters Relating to the Non-Serviced Mortgage Loans	295
	Section 3.30   [Reserved]	297
	Section 3.31   [Reserved]	297
	Section 3.32   Delivery of Excluded Information to the Certificate Administrator	297
	Section 3.33   Certain Matters with Respect to Joint Mortgage Loans	298
	Article IV

                                                                                 

                                                                                Distributions TO CERTIFICATEHOLDERS AND THE RR INTEREST OWNERS

	Section 4.01   Distributions	303
	Section 4.02   Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	316
	Section 4.03   P&I Advances	322
	Section 4.04   Allocation of Realized Losses	325
	Section 4.05   Appraisal Reduction Amounts; Collateral Deficiency Amounts	326



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	Section 4.06   Grantor Trust Reporting	331
	Section 4.07   Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	332
	Section 4.08   Secure Data Room	335
	Article V

                                                                                 

                                                                                THE CERTIFICATES

	Section 5.01   The Certificates	337
	Section 5.02   Form and Registration	338
	Section 5.03   Registration of Transfer and Exchange of Certificates	341
	Section 5.04   Mutilated, Destroyed, Lost or Stolen Certificates	351
	Section 5.05   Persons Deemed Owners	351
	Section 5.06   Access to List of Certificateholders’ Names and Addresses; Special Notices	351
	Section 5.07   Maintenance of Office or Agency	352
	Section 5.08   Appointment of Certificate Administrator	353
	Section 5.09   [Reserved]	353
	Section 5.10   Voting Procedures for Certificates	353
	Article VI

                                                                                 

                                                                                THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTIES

	Section 6.01   Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating
Advisor and the Asset Representations Reviewer	355
	Section 6.02   Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the
Asset Representations Reviewer	361
	Section 6.03   Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor,
the Special Servicer or the Asset Representations Reviewer	361
	Section 6.04   Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and Others	363
	Section 6.05   Depositor, Master Servicer and Special Servicer Not to Resign	368
	Section 6.06   Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	369
	Section 6.07   The Master Servicer and the Special Servicer as Certificate Owner	369
	Section 6.08   The Directing Certificateholder and the Risk Retention Consultation Parties	369



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	Article VII

                                                                                 

                                                                                SERVICER TERMINATION EVENTS

	Section 7.01   Servicer Termination Events; Master Servicer and Special Servicer Termination	379
	Section 7.02   Trustee to Act; Appointment of Successor	388
	Section 7.03   Notification to Certificateholders and the RR Interest Owners	390
	Section 7.04   Waiver of Servicer Termination Events	390
	Section 7.05   Trustee as Maker of Advances	390
	Article VIII

                                                                                 

                                                                                CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	Section 8.01   Duties of the Trustee and the Certificate Administrator	391
	Section 8.02   Certain Matters Affecting the Trustee and the Certificate Administrator	393
	Section 8.03   Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, RR Interest
or Mortgage Loans	395
	Section 8.04   Trustee or Certificate Administrator May Own Certificates	395
	Section 8.05   Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate
Administrator	396
	Section 8.06   Eligibility Requirements for Trustee and Certificate Administrator	397
	Section 8.07   Resignation and Removal of the Trustee and Certificate Administrator	398
	Section 8.08   Successor Trustee or Certificate Administrator	401
	Section 8.09   Merger or Consolidation of Trustee or Certificate Administrator	401
	Section 8.10   Appointment of Co-Trustee or Separate Trustee	402
	Section 8.11   Appointment of Custodians	403
	Section 8.12   Representations and Warranties of the Trustee	403
	Section 8.13   Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	404
	Section 8.14   Representations and Warranties of the Certificate Administrator	405
	Section 8.15   Compliance with the PATRIOT Act	406
	Article IX

                                                                                 

                                                                                TERMINATION

	Section 9.01   Termination upon Repurchase or Liquidation of All Mortgage Loans	406
	Section 9.02   Additional Termination Requirements	410



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	Article X

                                                                                 

                                                                                ADDITIONAL REMIC PROVISIONS

	Section 10.01   REMIC Administration	411
	Section 10.02   Use of Agents	415
	Section 10.03   Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	415
	Section 10.04   Appointment of REMIC Administrators	415
	Article XI

                                                                                 

                                                                                EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	Section 11.01   Intent of the Parties; Reasonableness	416
	Section 11.02   Succession; Subcontractors	417
	Section 11.03   Filing Obligations	419
	Section 11.04   Form 10-D and Form ABS-EE Filings	420
	Section 11.05   Form 10-K Filings	424
	Section 11.06   Sarbanes-Oxley Certification	426
	Section 11.07   Form 8-K Filings	428
	Section 11.08   Form 15 Filing	430
	Section 11.09   Annual Compliance Statements	430
	Section 11.10   Annual Reports on Assessment of Compliance with Servicing Criteria	432
	Section 11.11   Annual Independent Public Accountants’ Attestation Report	434
	Section 11.12   Indemnification	435
	Section 11.13   Amendments	437
	Section 11.14   Regulation AB Notices	438
	Section 11.15   Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	438
	Section 11.16   Certain Matters Regarding Significant Obligors	443
	Section 11.17   Impact of Cure Period	443
	Article XII

                                                                                 

                                                                                THE ASSET REPRESENTATIONS REVIEWER

	Section 12.01   Asset Review	443
	Section 12.02   Payment of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability	450
	Section 12.03   Resignation of the Asset Representations Reviewer	451
	Section 12.04   Restrictions of the Asset Representations Reviewer	452
	Section 12.05   Termination of the Asset Representations Reviewer	452



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	Article XIII

                                                                                 

                                                                                MISCELLANEOUS PROVISIONS

	Section 13.01   Amendment	455
	Section 13.02   Recordation of Agreement; Counterparts	460
	Section 13.03   Limitation on Rights of Certificateholders and the RR Interest Owners	461
	Section 13.04   Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	462
	Section 13.05   Notices	462
	Section 13.06   Severability of Provisions	468
	Section 13.07   Grant of a Security Interest	468
	Section 13.08   Successors and Assigns; Third Party Beneficiaries	469
	Section 13.09   Article and Section Headings	469
	Section 13.10   Notices to the Rating Agencies	469
	Section 13.11   PNC Bank, National Association	471




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EXHIBITS


	Exhibit A-1	Form of Class A-1 Certificate	 
	Exhibit A-2	Form of Class A-2 Certificate	 
	Exhibit A-3	Form of Class A-2A1	 
	Exhibit A-4	Form of Class A-3 Certificate	 
	Exhibit A-5	Form of Class A-4 Certificate	 
	Exhibit A-6	Form of Class A-5 Certificate	 
	Exhibit A-7	Form of Class A-SB Certificate	 
	Exhibit A-8	Form of Class X-A Certificate	 
	Exhibit A-9	Form of Class X-B Certificate	 
	Exhibit A-10	Form of Class X-D Certificate	 
	Exhibit A-11	Form of Class X-FG Certificate	 
	Exhibit A-12	Form of Class X-H Certificate	 
	Exhibit A-13	Form of Class X-NR Certificate	 
	Exhibit A-14	Form of Class A-S Certificate	 
	Exhibit A-15	Form of Class B Certificate	 
	Exhibit A-16	Form of Class C Certificate	 
	Exhibit A-17	Form of Class D Certificate	 
	Exhibit A-18	Form of Class E Certificate	 
	Exhibit A-19	Form of Class F Certificate	 
	Exhibit A-20	Form of Class G Certificate	 
	Exhibit A-21	Form of Class H Certificate	 
	Exhibit A-22	Form of Class J Certificate	 
	Exhibit A-23	Form of Class K Certificate	 
	Exhibit A-24	Form of Class R Certificate	 
	Exhibit A-25	Form of Class S Certificate	 
	Exhibit A-26	Form of Class RR Certificate	 
	Exhibit B	Mortgage Loan Schedule	
	Exhibit C	Form of Investment Representation Letter	 
	Exhibit D-1	Form of Transferee Affidavit	 
	Exhibit D-2	Form of Transferor Letter	 
	Exhibit D-3	Form of Transferee Certificate for Transfers of the Class RR Certificates	 
	Exhibit D-4	Form of Transferor Certificate for Transfers of the Class RR Certificates	 
	Exhibit D-5	Form of Transferee Certificate for Transfers of the RR Interest	 
	Exhibit D-6	Form of Transferor Certificate for Transfers of the RR Interest	 
	Exhibit E	Form of Request for Release	 
	Exhibit F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates (other than Class R and Class S Certificates)	 
	Exhibit F-2	Form of ERISA Representation Letter regarding [Class R Certificates][Class S Certificates][RR Interest]	 
	Exhibit G	Form of Distribution Date Statement	 
	Exhibit H	Form of Omnibus Assignment	 
	Exhibit I	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate during Restricted Period	 



 



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	Exhibit J	Form of Transfer Certificate for Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period	 
	Exhibit K	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate during Restricted Period	 
	Exhibit L	Form of Transfer Certificate for Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate after Restricted Period	 
	Exhibit M	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Book-Entry Certificate	 
	Exhibit N	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Book-Entry Certificate	 
	Exhibit O	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Book-Entry Certificate	 
	Exhibit P-1A	Form of Investor Certification for Non-Borrower Party and/or Risk Retention Consultation Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)	 
	Exhibit P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)	 
	Exhibit P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder, Controlling Class Certificateholder) and/or a Risk Retention Consultation Party	 
	Exhibit P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)	 
	Exhibit P-1E	Form of Notice of Excluded Controlling Class Holder	 
	Exhibit P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator	 
	Exhibit P-1G	Form of Certification of the Directing Certificateholder	 
	Exhibit P-1H	Form of Certification of a Risk Retention Consultation Party	 
	Exhibit P-2	Form of Certification for NRSROs	 
	Exhibit P-3	Online Market Data Provider Certification	 
	Exhibit Q	Custodian Certification/Exception Report	 
	Exhibit R	Form of Power of Attorney – Master Servicer and Special Servicer	 
	Exhibit S	Initial Companion Holders	 
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans	 
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan	 
	Exhibit V	Form of Operating Advisor Annual Report	 
	Exhibit W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer	 
	Exhibit X	Form of Confidentiality Agreement	 
	Exhibit Y	Form Certification to be Provided with Form 10-K	 
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator	 
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer	 
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Special Servicer	 
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee	 
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor	 
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian	 



 



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	Exhibit Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer	 
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance	 
	Exhibit BB	Additional Form 10-D Disclosure	 
	Exhibit CC	Additional Form 10-K Disclosure	 
	Exhibit DD	Form 8-K Disclosure Information	 
	Exhibit EE	Additional Disclosure Notification	 
	Exhibit FF	Initial Sub-Servicers	 
	Exhibit GG	Servicing Function Participants	 
	Exhibit HH	Form of Annual Compliance Statement	 
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria	 
	Exhibit JJ	CREFC® Payment Information	 
	Exhibit KK	Form of Notice of Additional Secured Indebtedness Notification	 
	Exhibit LL	[Reserved]	 
	Exhibit MM	Additional Disclosure Notification (Accounts)	 
	Exhibit NN	Form of Notice of Purchase of Controlling Class Certificate	 
	Exhibit OO	Form of Asset Review Report	 
	Exhibit PP	Form of Asset Review Report Summary	 
	Exhibit QQ-A	JPMCB Asset Review Procedures	 
	Exhibit QQ-B	CREFI Asset Review Procedures	 
	Exhibit QQ-C	GACC Asset Review Procedures	 
	Exhibit QQ-D	GSMC Asset Review Procedures	 
	Exhibit RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room	 
	Exhibit SS	Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]	 
	Exhibit TT	Certificate Administrator Receipt of the Retained Certificates	 
	SCHEDULES	 	 
	Schedule 1	Mortgage Loans With Additional Secured Debt as of the Closing Date	 
	Schedule 2	Class A-SB Planned Principal Balance Schedule	 
	Schedule 3	Identified Escrows, Reserves, Holdbacks and Related Letters of Credit 	 
	 	 	 





 




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This Pooling and Servicing
Agreement is dated and effective as of February 1, 2022, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.


PRELIMINARY STATEMENT:


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


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


The Depositor intends to
(i) sell the Certificates (other than the Class A-2A1 Certificates and Class RR Certificates) to the Underwriters and the Initial
Purchasers, (ii) cause a portion of the RR Interest to be owned on the Closing Date by JPMCB, (iii) cause a portion of the RR Interest
to be owned on the Closing Date by GS Bank (or its Majority-Owned Affiliate), (iv) cause a portion of the Class RR Certificates to be
owned on the Closing Date by DBRI (or its Majority-Owned Affiliate) and (v) cause a portion of the Class RR Certificates to be owned on
the Closing Date by CREFI (or its Majority-Owned Affiliate).


LOWER-TIER REMIC


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of the entitlement to Excess Interest and amounts in the Excess Interest Distribution Account)
and will issue the Class LA1, Class LA2, Class LA2A1, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK and Class LRR Uncertificated Interests
and the LRI Uncertificated Interest (the “Lower-Tier Regular Interests”), which will evidence the “regular interests”
in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which
is the sole class of “residual interests” in the Lower-Tier REMIC and is represented by the Class R Certificates.




    	 	 	 



    	 	 



    

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


	
    Class Designation
	
    Interest
    Rate
	
    Original
    Lower-Tier

    Principal Amount

	Class LA1	(1)	$	6,410,000	 
	Class LA2	(1)	$	162,053,000	 
	Class LA2A1	(1)	$	265,000,000	 
	Class LA3	(1)	$	253,574,000	 
	Class LA4	(1)	$	92,000,000	 
	Class LA5	(1)	$	383,182,000	 
	Class LASB	(1)	$	18,046,000	 
	Class LAS	(1)	$	179,147,000	 
	Class LB	(1)	$	82,197,000	 
	Class LC	(1)	$	69,551,000	 
	Class LD	(1)	$	44,260,000	 
	Class LE	(1)	$	21,076,000	 
	Class LF	(1)	$	18,969,000	 
	Class LG	(1)	$	18,968,000	 
	Class LH	(1)	$	16,861,000	 
	Class LJ	(1)	$	16,861,000	 
	Class LK	(1)	$	37,937,940	 
	Class LR	None(2)	None(2)
	Class LRR	(1)	$	37,252,097	 
	LRI	(1)	$	51,489,637	 






 







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



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



		(3)	The Class LRR Uncertificated Interest (evidenced by the Class RR Certificates) will have an original principal
balance equal to (a) the VRR Percentage minus the RRI Percentage, multiplied by (b) the aggregate Cut-off Date Principal Balance of the
Mortgage Loans.



		(4)	The LRI Uncertificated Interest will have an original principal balance equal to the RRI Percentage multiplied
by the aggregate Cut-off Date Principal Balance of the Mortgage Loans.



UPPER-TIER REMIC


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4,
Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-FG, Class X-H, Class X-NR, Class A-S, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates, and (ii) the regular interests
that correspond in the aggregate to the VRR Interest (in the case of the Class RR Certificates and the RR Interest, excluding the right
to receive Excess Interest) (together, the




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“VRR REMIC Regular Interests”),
each of which represents a “regular interest” in the Upper Tier REMIC created hereunder. The Upper-Tier REMIC regular interests
will have the same Pass-Through Rates as their corresponding Certificates and the same original principal amounts or notional amounts
as the original certificate balance or notional amount of their corresponding Certificates as shown on the “Certificates”
table, below.


The Upper-Tier REMIC
also will issue the uncertificated Class UR Interest, which is the sole class of “residual interests” in the Upper-Tier
REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR Interest will not have a
Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment Premiums or Yield
Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account after all required distributions under
this Agreement have been made to each Class of Regular Certificates and the VRR Interest will be deemed distributed to the Class UR Interest
and shall be payable to the Holders of the Class R Certificates.


The foregoing REMIC structure
is intended to cause all of the cash from the Mortgage Loans (exclusive of the entitlement to Excess Interest and amounts in the Excess
Interest Distribution Account) 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 approval (but with guidance of counsel) to accomplish such intention, including, to the extent
necessary, making any amendments in accordance with Section 13.01 of this Agreement.


THE CERTIFICATES AND THE RR INTEREST


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


	
    Corresponding
    Certificates or RR Interest
	
    Approx.
    Initial Pass-Through Rate
	
    Original
    Certificate Balance, Notional Amount or Original RR Interest Balance

	Class A-1 Certificates	1.8078%	$	6,410,000	 
	Class A-2 Certificates	3.0725%	$	162,053,000	 
	Class A-2A1 Certificates	3.0725%	$	265,000,000	 
	Class A-3 Certificates	3.0416%	$	253,574,000	 
	Class A-4 Certificates	2.7421%	$	92,000,000	 




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    Corresponding
    Certificates or RR Interest
	
    Approx.
    Initial Pass-Through Rate
	
    Original
    Certificate Balance, Notional Amount or Original RR Interest Balance

	Class A-5 Certificates	3.0019%	$	383,182,000	 
	Class A-SB Certificates	2.9552%	$	18,046,000	 
	Class X-A Certificates	0.4603%(1)	$	1,359,412,000(2)	 
	Class X-B Certificates	0.2040%(1)	$	151,748,000(2)	 
	Class A-S Certificates	3.4109%	$	179,147,000	 
	Class B Certificates	3.2021%	$	82,197,000	 
	Class C Certificates	3.4546%	$	69,551,000	 
	Class X-D Certificates	1.5218%(1)	$	65,336,000(2)	 
	Class X-FG Certificates	1.5000%(1)	$	37,937,000(2)	 
	Class X-H Certificates	1.5000%(1)	$	16,861,000(2)	 
	Class X-NR Certificates	1.5000%(1)	$	54,798,940(2)	 
	Class D Certificates	2.0000%	$	44,260,000	 
	Class E Certificates	2.0000%	$	21,076,000	 
	Class F Certificates	2.0218%	$	18,969,000	 
	Class G Certificates	2.0218%	$	18,968,000	 
	Class H Certificates	2.0218%	$	16,861,000	 
	Class J Certificates	2.0218%	$	16,861,000	 
	Class K Certificates	2.0218%	$	37,937,940	 
	Class R Certificates	None(3)	N/A
	Class S Certificates	None(3)	N/A
	Class RR Certificates	(4)	$	37,252,097(5)	 
	RR Interest	(4)	$	51,489,637(6)	 






 







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



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



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



		(4)	Although it does not have a specified Pass-Through Rate (other than for tax reporting purposes), the effective
interest rate for the VRR Interest on any Distribution Date will be the VRR Interest Rate for such Distribution Date.





    	 	4	 



    	 	 



    

		(5)	The Class RR Certificates will have an original principal balance equal to (a) the VRR Percentage minus
the RRI Percentage, multiplied by (b) the aggregate Cut-off Date Principal Balance of the Mortgage Loans.



		(6)	The RR Interest will have an Original RR Interest Balance equal to the RRI Percentage multiplied by the
aggregate Cut-off Date Principal Balance of the Mortgage Loans.



THE GRANTOR TRUST


The portions of the Trust
Fund consisting of the VRR REMIC Regular Interests and the entitlement to Excess Interest (and the cashflows from such assets) shall be
classified as a trust under Treasury Regulations section 301.7701-4 and the holders of the certificates representing undivided, beneficial
ownership interests in such assets and cashflows shall be the tax owners of such assets and cashflows under Code Section 671 (such a trust,
a “Grantor Trust”). As provided herein, the Certificate Administrator shall not take any actions that would cause the
Grantor Trust to either (i) lose its tax status as a “grantor trust” or (ii) be treated as part of either
Trust REMIC.


The following table sets
forth the Class designation, the approximate initial interest entitlements, the initial Certificate Balance or VRR Interest Balance and
the assets (and cashflows) underlying each Class or the VRR Interest representing an interest in the Grantor Trust:


	
    Class Designation
	
    Interest
    Entitlements

    (per annum)
	
    Initial
    Certificate Balance or VRR Interest Balance
	
    Assets
    Represented by such Certificate and/or VRR Interest

	VRR Interest	(1)	$88,741,734	VRR Interest Specific Grantor Trust Assets
	Class S	(2)	(2)	Class S Specific Grantor Trust Assets


		(1)	The VRR Interest will not have a Pass-Through Rate. Instead, the VRR Interest
will entitle the VRR Interest Owners to interest on any Distribution Date in an amount equal to the VRR Interest Distribution Amount for
such Distribution Date. The VRR Interest will also be entitled to the VRR Percentage of the Excess Interest for such Distribution Date.



		(2)	The Class S Certificates represent undivided beneficial ownership interest
in the entitlement to the Non-VRR Percentage of the Excess Interest. The Class S Certificates are not entitled to distributions in
respect of principal or interest other than as described in the preceding sentence.



On the Closing Date, the
Depositor is selling, assigning and transferring and otherwise conveying to (i) JPMCB, $33,741,290 initial VRR Interest Balance of the
VRR Interest in the form of a portion of the RR Interest, (ii) GS Bank (or its Majority-Owned Affiliate), $17,748,347 initial VRR Interest
Balance of the VRR Interest in the form of a portion of the RR Interest (which assignment, transfer and conveyance shall, solely for purposes
of satisfying the requirements of Section 11(a)(1) of the Risk Retention Rule, be deemed assigned, transferred and conveyed from the Depositor
to JPMCB and from JPMCB to GS Bank), (iii) DBRI (or its Majority-Owned Affiliate), $19,503,750 initial VRR Interest Balance of the VRR
Interest in the form of a portion of the Class RR Certificates (which assignment, transfer and conveyance shall, solely for purposes of
satisfying the requirements of Section 11(a)(1) of the Risk Retention Rule, be deemed assigned, transferred and conveyed from the Depositor
to JPMCB and from JPMCB to DBRI) and (iv) CREFI (or its Majority-Owned Affiliate), $17,748,347 initial VRR Interest Balance of the VRR
Interest in the form of a portion of the Class RR Certificates (which assignment, transfer and conveyance shall, solely for purposes of




    	 	5	 



    	 	 



    

satisfying the requirements of Section 11(a)(1)
of the Risk Retention Rule, be deemed assigned, transferred and conveyed from the Depositor to JPMCB and from JPMCB to CREFI).


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


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on
or before such date, whether or not received, equal to $1,774,834,674.


WHOLE LOANS


	Loan No.	Whole Loan	Type	Non-Serviced PSA	Non-Serviced Primary Servicing Fee Rate	Companion Loan Type	Servicing Shift Lead Note (if any)
	1	Old Chicago Post Office	Non-Serviced A/B	JPMCC 2022-OPO	0.00750%	Pari Passu and Subordinate	N/A
	2	Bedrock Portfolio	Serviced	N/A	N/A	Pari Passu	N/A
	4	CX - 350 & 450 Water Street	Non-Serviced A/B	CAMB 2021-CX2	0.00600%	Pari Passu and Subordinate	N/A
	5	One Wilshire	Serviced	N/A	N/A	Pari Passu	N/A
	7	JW Marriott Desert Springs	Serviced	N/A	N/A	Pari Passu	N/A
	8	Woodmore Towne Centre	Serviced	N/A	N/A	Pari Passu	N/A
	10	The Summit	Non-Serviced A/B	SUMIT 2022-BVUE	0.02500%	Pari Passu and Subordinate	N/A
	11	Moonwater Office Portfolio	Serviced	N/A	N/A	Pari Passu	N/A
	12	Novo Nordisk HQ	Non-Serviced 	Benchmark 2021-B31	0.00125%	Pari Passu	N/A




    	 	6	 



    	 	 



    

 


	13	The Kirby Collection	Serviced	N/A	N/A	Pari Passu	N/A
	17	425 Eye Street	Non-Serviced 	GSMS 2021-GSA3	0.00125%	Pari Passu	N/A
	19	ExchangeRight Net Leased Portfolio #53	Servicing Shift 	(1)	(1)	Pari Passu	Note A-1
	20	Glen Forest Office Portfolio	Serviced	N/A	N/A	Pari Passu	N/A
	21	Grede Casting Industrial Portfolio	Serviced	N/A	N/A	Pari Passu	N/A
	23	601 Lexington Avenue	Non-Serviced A/B	BXP 2021-601L	0.00500%	Pari Passu and Subordinate	N/A
	25	Nyberg Portfolio	Non-Serviced 	Benchmark 2021-B31	0.01125%	Pari Passu	N/A
	27	Sara Lee Portfolio	Non-Serviced 	Benchmark 2021-B31	0.00125%	Pari Passu	N/A
	28	Charcuterie Artisans SLB	Non-Serviced 	Benchmark 2021-B31	0.00125%	Pari Passu	N/A






 







		(1)	On and after the securitization of the related Servicing Shift Lead Note, the subject Whole Loan will
be serviced pursuant to the Non-Serviced PSA governing the securitization of such Servicing Shift Lead Note and the Non-Serviced Primary
Servicing Fee Rate will be determined under the related Non-Serviced PSA. Prior to the securitization of the related Servicing Shift Lead
Note, the Servicing Shift Mortgage Loan will be serviced under this PSA, and while serviced under this PSA, the "Non-Serviced Primary
Servicing Fee" for the Servicing Shift Whole Loan shall be a per annum rate equal to 0.00125%.



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




    	 	7	 



    	 	 



    

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


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


Article I



DEFINITIONS


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


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


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


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


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


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


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


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


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


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


“AB Modified Loan”:
Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition any Non-Serviced Mortgage Loan that
became a “corrected loan” (or any term substantially similar thereto) pursuant to the related Non-Serviced




    	 	8	 



    	 	 



    

PSA) due to a modification thereto that resulted
in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the
principal amount of the new junior note(s) was previously part of either an A note held by the Trust or the original unmodified Mortgage
Loan and (2) as to which an Appraisal Reduction Amount is not in effect.


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


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


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made
by the related Mortgagor(s) and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust and which
is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and
as provided in the related Intercreditor Agreement. The Companions Loan identified as (i) note B related to the Old Chicago Post Office
Whole Loan, (ii) note B-1, note B-2, note B-3 and note B-4 related to the CX – 350 & 450 Water Street Whole Loan, (iii) note
B-1-1 and note B-2-1 related to The Summit Whole Loan and (iv) note B-1, note B-2, note B-3 and note B-4 related to the 601 Lexington
Avenue Whole Loan will each be an AB Subordinate Companion Loan with respect to the Trust as of the Closing Date.


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


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


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


“Acceptable Insurance
Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, a default
under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with
respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that
does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain
with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar
acts upon terms not materially less favorable




    	 	9	 



    	 	 



    

than those in place as of the Closing Date,
in each case as to which default the Master Servicer (with respect to any Non-Specially Serviced Loan) or the Special Servicer (with respect
to any Specially Serviced Loan) may forbear taking any enforcement action, provided that the Master Servicer (with respect to any
Non-Specially Serviced Loan) and the Special Servicer (with respect to any Specially Serviced Loan) has determined in its reasonable judgment
based on inquiry consistent with the Servicing Standard (unless a Control Termination Event has occurred and is continuing (or other than
with respect to any Excluded Loan), with the consent of the Directing Certificateholder (and after a Control Termination Event has occurred,
but prior to the occurrence of a Consultation Termination Event (or other than with respect to any Excluded Loan), after consultation
with the Directing Certificateholder as provided in Section 6.08 hereof)), with respect to any Specially Serviced Loan, after
non-binding consultation with the Risk Retention Consultation Parties pursuant to Section 6.08 (or, with respect to a Serviced
AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder
to the extent required under the related Intercreditor Agreement), that either (a) such insurance is not available at commercially
reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property
and located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available at
any rate; provided, however, that the Directing Certificateholder and the Risk Retention Consultation Parties, as applicable,
(or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent
required under the related Intercreditor Agreement) will not have more than thirty (30) days to respond to the Special Servicer’s
request for such consent or consultation; provided, further, that upon the Special Servicer’s determination, consistent
with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Certificateholder
or any applicable AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so. The Special Servicer
(at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


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


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


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


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


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


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




    	 	10	 



    	 	 



    

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


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


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


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


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


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


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


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


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


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


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


(a)              
the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non-Serviced Mortgage Loan, only to the extent
received by the Trust pursuant to the related Non-Serviced PSA and/or the related Non-Serviced Intercreditor Agreement) (including
the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.05(g) of this Agreement)
and any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans




    	 	11	 



    	 	 



    

required to be deposited by the Master
Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of any amount on deposit
in or credited to any portion of the Collection Account that is held for the benefit of the Companion Holders), as of the close of business
on the related Master Servicer Remittance Date, exclusive of (without duplication):


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


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


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


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


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


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


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


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


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




    	 	12	 



    	 	 



    

(c)              
 the aggregate amount of any (i) Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans
with respect to such Distribution Date pursuant to Section 3.17(a) and (ii) P&I Advances made by the Master Servicer or
the Trustee, as applicable, with respect to the Mortgage Loans and the Distribution Date (net of any related Certificate Administrator
Fee, Operating Advisor Fee and Asset Representations Reviewer Fee actually payable with respect to the Mortgage Loans for which such P&I
Advances are made) pursuant to Section 4.03 or Section 7.05;


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


(e)              
with respect to the Distribution Date in March 2022, the Interest Deposit Amount (net of an amount accrued at the Administrative
Cost Rate).


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


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


“Aggregate Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates and the VRR Interest, an
amount equal to the sum of the following amounts: (a) the Scheduled Principal Distribution Amount for such Distribution Date and
(b) the Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Aggregate Principal Distribution
Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable
Advances (including any servicing advance with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed
out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid
or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise
been included in the Aggregate Principal Distribution Amount for such Distribution Date and (B) Workout-Delayed Reimbursement
Amounts paid or reimbursed from principal collections on the Mortgage Loans in a period during which such




    	 	13	 



    	 	 



    

principal collections would have otherwise
been included in the Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A)
and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans)
are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Aggregate Principal Distribution
Amount for the Distribution Date related to the period in which such recovery occurs).


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


“Anticipated Repayment
Date”: With respect to each Mortgage Loan that has a Revised Rate, the date upon which Mortgage Loan commences accruing interest
at such Revised Rate.


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


“Applicable KBRA
Permitted Investment Rating”: In the case of such investments with maturities of 90 days or less, the short-term debt obligations
of which are rated at least “K3” or the long-term debt obligations of which are rated at least “BBB-“ (in each
case, if then rated by KBRA) or in the case of such investments with maturities greater than 90 days but not more than one year, the short-term
debt obligations of which are rated at lease “K1” or the long-term obligations of which are rated at least “A-”
(in each case, if then rated by KBRA).


“Applicable Laws”:
As defined in Section 8.15.


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


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


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




    	 	14	 



    	 	 



    

 


“Appraisal Reduction Amount”:
For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan, or any Serviced
Whole Loan as to which any Appraisal Reduction Event has occurred, shall be an amount, calculated by the Special Servicer (prior to the
occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan, in consultation
with the Directing Certificateholder, and after the occurrence and during the continuation of a Control Termination Event, in consultation
with the Operating Advisor), equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance
of the applicable Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related
Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect to that Mortgage Loan (together
with any related Crossed Underlying Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or
in excess of $2,000,000 (the costs of which shall be paid by the Master Servicer as an Advance) or (2) at the Special Servicer’s
option, either (i) by an Appraisal obtained by the Special Servicer (the costs of which shall be paid by the Master Servicer as an Advance)
or (ii) by an internal valuation performed by the Special Servicer with respect to any Mortgage Loan (together with any related Crossed
Underlying Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus, with respect
to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to do so) based upon its
review of the Appraisal and any other information it deems relevant, (B) all escrows, letters of credit and reserves in respect of
such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation and (C) all Insurance and Condemnation Proceeds
that constitute collateral for the related Mortgage Loan or Serviced Whole Loan over (ii) the sum of, as of the Due Date occurring
in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid
interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be, at a per annum rate equal to its Mortgage Rate (and,
with respect to any AB Whole Loan, any accrued and unpaid interest on the related AB Subordinate Companion Loan, as applicable), (B) all
P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable,
not reimbursed from proceeds of such Mortgage Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate
in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments,
insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest
whether or not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums,
ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as
applicable); provided, however, without limiting the Special Servicer’s obligation to order and obtain such Appraisal
or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as applicable, referred
to above within sixty (60) days of the Appraisal Reduction Event, the Appraisal Reduction Amount shall be deemed to be an amount equal
to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as
such appraisal or valuation referred to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated by
the Special Servicer as of the first Determination Date that is at least ten (10) Business Days following the date the Special Servicer’s
receipt of such Appraisal or valuation and receipt of




    	 	15	 



    	 	 



    

information requested by the Special Servicer
from the Master Servicer reasonably necessary to calculate the Appraisal Reduction Amount. Within sixty (60) days after the Appraisal
Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid
by the Master Servicer as a Servicing Advance); provided, further, however, that in no event shall the Special Servicer
be required to order any such Appraisal prior to the conclusion of such sixty (60) day period, as applicable, and in each case, the related
Appraisal shall be promptly delivered in electronic format by the Special Servicer to the Master Servicer, the Directing Certificateholder
(but only prior to the occurrence of a Consultation Termination Event), the Certificate Administrator and the Trustee. In addition, the
Master Servicer shall provide (via electronic delivery) the Special Servicer with any information in its possession that is reasonably
required to determine, redetermine, calculate or recalculate any Appraisal Reduction Amount or Collateral Deficiency amount pursuant to
their definitions using reasonable efforts to deliver such information within five (5) Business Days of the Special Servicer’s reasonable
request. The Master Servicer will not calculate Appraisal Reduction Amounts.


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


Notwithstanding anything
herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be reduced
to zero as of the date on which such Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust or as
otherwise set forth in Section 4.05(d).


Any Appraisal Reduction Amount
in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the
terms of the applicable Non-Serviced PSA.


“Appraisal Reduction
Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan and Serviced Whole
Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to the application of any Grace
Period), other than any uncured delinquency in respect of a Balloon Payment, occurs in respect of such Mortgage Loan or related Companion
Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic Payments on such Mortgage Loan or Companion Loan,
as applicable, or a change in any other material economic term of such Mortgage Loan or Companion Loan, as applicable, (other than an
extension of the Maturity Date), becomes effective as a result of a modification of such Mortgage Loan or Companion Loan, as applicable,
by the Special Servicer, (iii) thirty (30) days after the date on which a receiver has been appointed for the Mortgaged Property,
(iv) thirty (30) days after the date on which a Mortgagor or the tenant at a single tenant property declares bankruptcy (and not
otherwise dismissed within such time), (v) sixty (60) days after the date on which an involuntary petition of bankruptcy is filed
with respect to a Mortgagor if not dismissed within such time, (vi) a payment default has occurred with respect to the related Balloon
Payment; provided, however, if (A) the related Mortgagor is diligently seeking a refinancing commitment (and




    	 	16	 



    	 	 



    

delivers a statement to that effect to the
Master Servicer within thirty (30) days after the payment default, who will be required to promptly deliver a copy to the Special Servicer,
the Operating Advisor and the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event)), (B)
the related Mortgagor continues to make its Assumed Scheduled Payment, (C) no other Appraisal Reduction Event has occurred with respect
to that Mortgage Loan or Serviced Whole Loan, and (D) for so long as no Control Termination Event has occurred and is continuing, the
Directing Certificateholder consents, an Appraisal Reduction Event will not occur until sixty (60) days beyond the related Maturity Date,
unless extended by the Special Servicer in accordance with the Mortgage Loan documents or this Agreement; and provided, further,
if the related Mortgagor has delivered to the Master Servicer, who will be required to promptly deliver a copy to the Special Servicer,
the Operating Advisor and the Directing Certificateholder (but only prior to the occurrence of a Consultation Termination Event), on or
before the sixtieth (60th) day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special
Servicer, and the Mortgagor continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with
respect to that Mortgage Loan or Serviced Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) one hundred
twenty (120) days beyond the related Maturity Date (or extended Maturity Date) and (2) the termination of the refinancing commitment,
and (vii) immediately after such Mortgage Loan or related Companion Loan, as applicable, becomes an REO Loan; provided that
the thirty (30) day period referenced in clauses (iii) and (iv) shall not apply if the related Mortgage Loan is a Specially Serviced
Loan; provided, further, however, that an Appraisal Reduction Event shall not occur at any time when the aggregate
Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the Master
Servicer, the Directing Certificateholder and the Operating Advisor, or the Master Servicer shall notify the Special Servicer and the
Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events.
The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be subject to the provisions of Section 4.05
hereof. Notwithstanding anything to the contrary in the definition of Appraisal Reduction Event, no event, circumstance or action that
has occurred or will occur with respect to a COVID Modified Loan (other than an event described in clauses (iii), (iv), (v) or (vii) of
this definition) or the entry into of a COVID Modification Agreement shall constitute an Appraisal Reduction Event, but only if, and for
so long as, the related Mortgagor is in compliance with the terms of the related COVID Modification Agreement.


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


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


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


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




    	 	17	 



    	 	 



    

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


“ARD Loan”:
Any Mortgage Loan that has an Anticipated Repayment Date and Revised Rate.


“ASR Consultation
Process”: As defined in Section 3.19(d).


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


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


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


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


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


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


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


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


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


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


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


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


“Asset Review Trigger”:
Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal
balance of




    	 	18	 



    	 	 



    

all of the Mortgage Loans (including any REO
Loans) (or a portion of any REO Loan in the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period
are Delinquent Loans or (2)(A) prior to and including the second anniversary of the Closing Date, at least ten (10) Mortgage Loans
are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the
aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case
of a Whole Loan)) as of the end of the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least
fifteen (15) Mortgage Loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes
at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any
REO Loan in the case of a Whole Loan)) as of the end of the applicable Collection Period.


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


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


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


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


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


“Assumed Scheduled
Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan), that is
delinquent in respect of its Balloon Payment or any REO Loan (excluding, for purposes of determining or making any P&I Advances, the
portion allocable to any related Companion Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment that
would have been due on such Mortgage Loan or REO Loan on the related Due Date based on the constant payment required by the related Mortgage
Note or the original amortization schedule of such Mortgage Loan (as calculated with interest at the related Mortgage Rate), if applicable,
assuming such Balloon Payment has not become due, after giving effect to any reduction in the principal balance thereof occurring in connection
with a modification of such Mortgage Loan, in connection with a default or bankruptcy (or similar proceeding), and (b) interest on
the Stated Principal Balance of such Mortgage Loan or REO Loan (excluding, for purposes of determining or making any P&I Advances,
the portion allocable to any related Companion Loan, if applicable) at the applicable




    	 	19	 



    	 	 



    

Mortgage Rate (net of interest at the Servicing
Fee Rate and in the case of a Non-Serviced Mortgage Loan net of any applicable interest at the Non-Serviced Primary Servicing Fee Rate).


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


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (i) the Non-VRR Percentage of the Aggregate Available Funds for such
Distribution Date and (ii) the Non-VRR Gain-on-Sale Remittance Amount for such Distribution Date. Notwithstanding the investment of funds
held in the Collection Account pursuant to Section 3.06, for purposes of calculating the Available Funds, the amounts so invested
shall be deemed to remain on deposit in such accounts.


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


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


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


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


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


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


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


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




    	 	20	 



    	 	 



    

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


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


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2022-B32, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the RR Interest
is not a Certificate.


“Certificate Administrator”:
Computershare Trust Company, National Association, in its capacity as certificate administrator, or if any successor certificate administrator
is appointed thereto pursuant to Section 5.08 or any successor certificate administrator appointed hereunder. Computershare
Trust Company, National Association will perform its duties as certificate administrator hereunder through its Corporate Trust Services
division (including, as applicable, any agents or affiliates utilized thereby).


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


“Certificate Administrator
Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00448% per annum and
the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage
Loan) or REO Loan (including any Non-Serviced Mortgage Loan, but not the portion of an REO Loan related to any Companion Loan) as of the
preceding Distribution Date.


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


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


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




    	 	21	 



    	 	 



    

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


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


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




    	 	22	 



    	 	 



    

herein; provided, however, that
the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose
name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular Interests
for the benefit of the Certificateholders and the RR Interest Owners.


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


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


“Certification Parties”:
As defined in Section 11.06.


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


“Certifying Person”:
As defined in Section 11.06.


“Certifying Servicer”:
As defined in Section 11.09.


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


“Class A Certificate”:
Any Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class  A-5, Class A-SB and Class A-S Certificate.


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


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 1.8078%.


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


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0725%.


“Class A-2A1
Certificate”: A Certificate designated as “Class A-2A1” on the face thereof, in the form of Exhibit A-3
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.




    	 	23	 



    	 	 



    

“Class A-2A1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0725%.


“Class A-3
Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-4
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 3.0416%.


“Class A-4
Certificate”: A Certificate designated as “Class A-4” on the face thereof, in the form of Exhibit A-5
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.7421%.


“Class A-5
Certificate”: A Certificate designated as “Class A-5” on the face thereof, in the form of Exhibit A-6
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class A-5
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i)
3.0019% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


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


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, per annum rate equal to (i) the Weighted Average Net
Mortgage Rate minus (ii) 0.1109%, but in any case, not less than 0.000%.


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


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 2.9552%
and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


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


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




    	 	24	 



    	 	 



    

“Class B Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) 3.2021% and (ii)
the Weighted Average Net Mortgage Rate for such Distribution Date.


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


“Class C Pass-Through
Rate”: With respect to any Distribution Date, per annum rate equal to (i) the Weighted Average Net Mortgage Rate minus
(ii) 0.0672%, but in any case, not less than 0.000%.


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


“Class D Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.0000%.


“Class E Certificate”:
A Certificate designated as “Class E” on the face thereof, in the form of Exhibit A-18 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class E Pass-Through
Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.0000%.


“Class F Certificate”:
A Certificate designated as “Class F” on the face thereof, in the form of Exhibit A-19 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class F Pass-Through
Rate”: With respect to any Distribution Date, per annum rate equal to (i) the Weighted Average Net Mortgage Rate
minus (ii) 1.50000%, but in any case, not less than 0.000%.


“Class G Certificate”:
A Certificate designated as “Class G” on the face thereof, in the form of Exhibit A-20 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class G Pass-Through
Rate”: With respect to any Distribution Date, per annum rate equal to (i) the Weighted Average Net Mortgage Rate
minus (ii) 1.50000%, but in any case, not less than 0.000%.


“Class H Certificate”:
A Certificate designated as “Class H” on the face thereof, in the form of Exhibit A-21 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.




    	 	25	 



    	 	 



    

“Class H Pass-Through
Rate”: With respect to any Distribution Date, per annum rate equal to (i) the Weighted Average Net Mortgage Rate
minus (ii) 1.50000%, but in any case, not less than 0.000%.


“Class J Certificate”:
A Certificate designated as “Class J” on the face thereof, in the form of Exhibit A-22 hereto, and evidencing
a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class J Pass-Through
Rate”: With respect to any Distribution Date, per annum rate equal to (i) the Weighted Average Net Mortgage Rate
minus (ii) 1.50000%, but in any case, not less than 0.000%.


“Class K Certificate”:
A Certificate designated as “Class K” on the face thereof, in the form of Exhibit A-23 hereto, and evidencing a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class K Pass-Through
Rate”: With respect to any Distribution Date, per annum rate equal to (i) the Weighted Average Net Mortgage Rate
minus (ii) 1.50000%, but in any case, not less than 0.000%.


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


“Class LA2
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


“Class LA2A1
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


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


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


“Class LA5
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier
REMIC and having the Original




    	 	26	 



    	 	 



    

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


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


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


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


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


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


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


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


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


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




    	 	27	 



    	 	 



    

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


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


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


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


“Class R Certificate”:
A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-24 hereto, and evidencing
the sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


“Class RR Certificate”:
A Certificate designated as “Class RR” on the face thereof, in the form of Exhibit A-26 hereto, and evidencing a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


“Class S Certificate”:
A Certificate designated as “Class S” on the face thereof, in the form of Exhibit A-25 hereto, and evidencing an
undivided beneficial interest in the Class S Specific Grantor Trust Assets.


“Class S Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Non-VRR Percentage of any Excess Interest collected
on the ARD Loans, and (ii) the Non-VRR Percentage of amounts held from time to time in the Excess Interest Distribution Account.


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


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


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


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




    	 	28	 



    	 	 



    

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


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


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


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


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


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


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


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


“Class X-FG
Notional Amount”: As of any date of determination, the aggregate Certificate Balance of the Class F and Class G Certificates.


“Class X-FG
Pass-Through Rate”: The Pass-Through Rate for Class X-FG Certificates for any Distribution Date will be a per annum
rate equal to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the




    	 	29	 



    	 	 



    

weighted average of the Pass-Through Rates
on the Class F and Class G Certificates for such Distribution Date, weighted on the basis of their respective Certificate Balances
immediately prior to that Distribution Date. The Pass-Through Rate applicable to the Class X-FG Certificates for the initial Distribution
Date shall be the rate set forth in the Preliminary Statement hereto.


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


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


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


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


“Class X-NR
Notional Amount”: As of any date of determination, the aggregate Certificate Balance of the Class J and Class K Certificates.


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


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


“Clearstream”:
Clearstream Banking, Luxembourg or any successor thereto.


“Closing Date”:
February 16, 2022.


“CMBS”:
Commercial mortgage-backed securities.


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




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


“Collection Account”:
A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf
of the Trustee for the benefit of the Certificateholders and the RR Interest Owners, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for
the benefit of the registered holders of Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32
and the RR Interest Owners, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related
Intercreditor Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to the related
Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph
of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the
extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust or any Trust REMIC
formed hereunder.


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


“Commission”:
The Securities and Exchange Commission.




    	 	31	 



    	 	 



    

“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent
pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the Companion Holders of the Companion Loans,
relating to the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32”. The Companion
Distribution Account shall not be an asset of the Trust, any Trust REMIC or Grantor Trust, but instead shall be held by the Companion
Paying Agent on behalf of the Companion Holders. Any such account shall be an Eligible Account. Notwithstanding the foregoing, if the
Master Servicer and the Companion Paying Agent are the same entity, the Companion Distribution Account may be the subaccount referenced
in the second paragraph of Section 3.04(b).


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


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


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


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


“Compensating Interest
Payments”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment Interest
Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than Non-Serviced
Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any Mortgage
Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable
Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing
Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which
Servicing Fees are being paid for such Collection Period, calculated at (i) a rate of 0.00125% per annum for each Mortgage Loan,
Serviced Pari Passu Companion Loan and REO Loan not referred to in this clause (A)(ii) hereof, or (ii) a rate of 0.000625% per annum
for each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan where certain servicing functions are performed by an Initial
Sub-Servicer, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to
the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan) subject
to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to the Master Servicer
for such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loan or any related
Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event




    	 	32	 



    	 	 



    

shall the rights of the Certificateholders
or the RR Interest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest
Shortfall occurs with respect to a Mortgage Loan or Serviced Whole Loan as a result of the Master Servicer allowing the related Mortgagor
to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan or Serviced Whole Loan documents
regarding Principal Prepayments (other than (V) any Non-Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage
Loan documents or if the Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a court
order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with
the Servicing Standard, (Y) at the request or with the consent of the Special Servicer and so long as a Control Termination Event has
not occurred or is not continuing (other than with respect to an Excluded Loan), the Directing Certificateholder or (Z) in connection
with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the
related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment
Interest Shortfalls with respect to such Mortgage Loan or Serviced Whole Loan, otherwise described in clause (i) above in
connection with such Prohibited Prepayments.


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


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


“Control Eligible
Certificates”: Any of the Class F, Class G, Class H, Class J and Class K Certificates.


“Control Termination
Event”: The occurrence of (a) with respect to any Mortgage Loan (other than any Serviced AB Whole Loan), when the Certificate
Balance of the Class F Certificates (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce
the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being reduced to less than 25% of the Original
Certificate Balance of




    	 	33	 



    	 	 



    

such Class; and (b) with respect to any Serviced
AB Whole Loan, when the related Control Appraisal Period has occurred and is continuing and when the event in clause (a) above are occurring;
provided, that prior to the applicable Servicing Shift Securitization Date, no Control Termination Event may occur with respect
to the Loan-Specific Directing Certificateholder related to the related Servicing Shift Whole Loan and the term “Control Termination
Event” shall not be applicable to the Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan; provided,
further, that a Control Termination Event shall not be deemed to be continuing in the event the Certificate Balances of the Certificates
(other than the Control Eligible Certificates and the Class RR Certificates) have been reduced to zero. With respect to any Excluded Loan,
a Control Termination Event shall be deemed to exist with respect to such Excluded Loan at all times.


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


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


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


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time
its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement
is located (i) with respect to Certificate transfers and surrenders, at Computershare Trust Company, National Association, 600 South
4th Street, 7th Floor, Minneapolis, Minnesota 55415, Attention: Certificate Transfer Services (CMBS) Benchmark 2022-B32,
(ii) for all other purposes, to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland, 21045, Attention: Corporate
Trust Services (CMBS), Benchmark – Commercial Mortgage Securities Trust 2022-B32 and (iii) with respect to the Trustee, at 1100
North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee Benchmark 2022-B32.




    	 	34	 



    	 	 



    

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


“COVID Emergency”:
The national emergency concerning the novel coronavirus disease (COVID-19) outbreak declared by the President on March 13, 2020 under
the National Emergencies Act (50 U.S.C. 1601 et seq.).


“COVID Modification”:
A modification of, or forbearance or waiver in respect of, a Mortgage Loan that satisfies each of the following conditions:


(i)               
prior to the modification or forbearance or waiver, the related Mortgagor certified to the Special Servicer that it is seeking
limited relief from the terms of the related Mortgage Loan documents because it is experiencing a financial hardship due, directly or
indirectly, to the COVID Emergency;


(ii)           
the related modification or forbearance or waiver provides for (a) the temporary forbearance, waiver or deferral with respect to
payment obligations or operating covenants, (b) the temporary alternative use of funds on deposit in any reserve account or escrow account
for any purpose other than the explicit purpose provided for in the related Mortgage Loan documents, or (c) such other modifications,
forbearance or waiver that is related or incidental to clause (a) or clause (b) as may be reasonably determined by the Special Servicer
in accordance with the Servicing Standard to address a financial hardship due, directly or indirectly, to the COVID Emergency;


(iii)            
the related COVID Modification Agreement is entered into prior to the date that is nine (9) months following the Closing Date;


(iv)            
if a default or event of default existed under the Mortgage Loan prior to the modification or forbearance or waiver, the related
COVID Modification Agreement provides that such default or event of default is cured or deemed no longer outstanding;


(v)             
any COVID Modification Agreement (a) does not defer more than 3 monthly debt service payments under the Mortgage Loan, and (b)
requires that




    	 	35	 



    	 	 



    

any payments deferred in accordance with
clause (ii)(a) above or reserve or escrow amounts used for alternate purposes in accordance with clause (ii)(b) above are repaid or restored
in full within 24 months of the date of the first COVID Modification Agreement with respect to such Mortgage Loan; and


(vi)            
the related COVID Modification Agreement may (but shall not be required to) provide that (a) the Mortgage Loan will be full recourse
to the Mortgagor (and that such recourse obligation is a guaranteed obligation under the related borrower sponsor guaranty) if the certification
described in clause (i) is false or misleading, and/or (b) that a cash trap or sweep event will be deemed to have occurred under the terms
of the Mortgage Loan documents.


“COVID Modification
Agreement”: The agreement or agreements pursuant to which a COVID Modification is effected.


“COVID Modification
Fees”: As defined in Section 3.08(b).


“COVID Modified
Loan”: A Serviced Mortgage Loan and, if applicable, any related Serviced Companion Loan, that is subject to a COVID Modification.


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


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


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


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


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




    	 	36	 



    	 	 



    

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


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


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


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


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


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


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


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




    	 	37	 



    	 	 



    

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


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the “CREFC®
Investor Reporting Package.” The CREFC® Investor Reporting Package shall be substantially in the form of, and containing
the information called for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date
on the CREFC® Website, or such other form for the presentation of such information and containing such additional information
or reports as may from time to time be approved by the CREFC® for commercial mortgage backed securities transactions generally.
For the purposes of the production of the CREFC® Comparative Financial Status Report by the Master Servicer or the Special
Servicer of any such report that is required to state information for any period prior to the Cut-off Date, the Master Servicer or
the Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest error, on information
provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report produced by the Master
Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report
produced by the Special Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).


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


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


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


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


“CREFC®
Loan Periodic Update File”: The data file in the “CREFC® Loan Periodic Update File” format substantially
in the form of and containing the information called




    	 	38	 



    	 	 



    

for therein for the Mortgage Loans, or such
other form for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


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


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


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


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


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


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


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


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and containing
the information called for by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities
Act with




    	 	39	 



    	 	 



    

respect to the Mortgage Loans, or such other
form of presentation as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally, which in any case shall include all information required by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102)
of Regulation S-K under the Securities Act.


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


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


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


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


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


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


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


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


“Crossed Underlying
Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and cross-defaulted
with one or more other




    	 	40	 



    	 	 



    

Mortgage Loans within such Crossed Mortgage
Loan Group. For the avoidance of doubt, there is no Crossed Underlying Loan in the Trust Fund.


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


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


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


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




    	 	41	 



    	 	 



    

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


“Cut-off Date”:
With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in February 2022, or with respect to any Mortgage Loan
that has its first Due Date after February 2022, the date that would have otherwise been the related Due Date in February 2022.


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


“DBNY”:
Deutsche Bank AG, New York Branch, a German Bank, authorized by the New York State Department of Financial Services.


“DBRI”:
DBR Investments Co. Limited, a Cayman Islands exempted company incorporated in the Cayman Islands.


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


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


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




    	 	42	 



    	 	 



    

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


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


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


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


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


“Definitive Certificate”:
Any Certificate in definitive, fully registered form without interest coupons. Initially the Retained Certificates, the Class S Certificates,
the Class R Certificates and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.
For the avoidance of doubt, any Retained Certificate shall at all times during the Transfer Restriction Period be evidenced by a Definitive
Certificate.


“Delinquent Loan”:
A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment, if any, in either
case such delinquency to be determined without giving effect to any Grace Period. For the avoidance of doubt, a delinquency that would
have existed but for a COVID Modification shall not constitute a delinquency, for so long as the related Mortgagor is complying with the
terms of such COVID Modification.




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


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


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


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


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


“Determination Date”:
With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if the eleventh (11th)
calendar day of that month is not a Business Day, then the next Business Day), commencing in March 2022.


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


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


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


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


(iii)            
any related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with




    	 	44	 



    	 	 



    

evidence of recording indicated thereon
or certified to have been submitted for recording (if in the possession of the applicable Mortgage Loan Seller);


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


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


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


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


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


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


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


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


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


(xiii)          
a copy of all related environmental reports;


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


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




    	 	45	 



    	 	 



    

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


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


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


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


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


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


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


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


(k)              
a copy of all zoning reports;


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


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


(n)              
a copy of all UCC searches;


(o)              
a copy of all litigation searches;


(p)              
a copy of all bankruptcy searches;


(q)              
a copy of the origination settlement statement;


(r)               
a copy of the Insurance Consultant Report;


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




    	 	46	 



    	 	 



    

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


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


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


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


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


“Directing Certificateholder”:
(A) With respect to any Servicing Shift Whole Loan, the Directing Certificateholder shall be the related Loan-Specific Directing Certificateholder,
and (B) with respect to each Mortgage Loan (other than any Servicing Shift Mortgage Loan or Serviced AB Whole Loan), the Directing Certificateholder
shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders,
(by Certificate Balance, as determined by the Certificate Registrar from time to time) (the “Trust Directing Certificateholder”);
provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder is so selected
or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing
Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided, however, that,
in the case of this clause (iii), in the event that no one Holder owns the largest aggregate Certificate Balance of the Controlling
Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement. After the occurrence
and during the continuance of a Control Termination Event, the Directing Certificateholder shall only retain its consultation rights
to the extent specifically provided for herein. After the occurrence and during




    	 	47	 



    	 	 



    

the continuance of a Consultation Termination
Event, there will be no Directing Certificateholder. The Depositor shall promptly provide the name and contact information for the initial
Directing Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively rely on the name
and contact information provided by the Depositor. The Certificate Administrator and the other parties hereto shall be entitled to assume
that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the
Directing Certificateholder from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current
Directing Certificateholder. The initial Trust Directing Certificateholder shall be ECMBS LLC.


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


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


“Direct Sale Certificates”:
As defined in Section 5.01(a) of this Agreement.


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


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


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




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


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


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


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


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


“Distribution Date”:
The fourth (4th) Business Day following each Determination Date, beginning in March 2022.


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




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


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


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


“EDGAR”:
As defined in Section 11.03.


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


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution or
trust company (including the Trustee or the Certificate Administrator), (A) the long term deposit rating or long term unsecured debt obligations
or deposits of which are rated at least “A2” by Moody’s, if the deposits are to be held in such account for thirty (30)
days or more, and the short-term debt obligations or deposits of which have a short-term rating of not less than “P-1” from
Moody’s, if the deposits are to be held in such account for less than thirty (30) days and (B) the long-term unsecured debt
obligations of which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty (30) days
or more, and the short-term debt obligations of which have a short-term rating of not less than “F1” from Fitch, if the deposits
are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank,
National Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2”
from Moody’s and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days)
or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “P-1”
from Moody’s and “F1” from Fitch (if the deposits are to be held in the account for thirty (30) days or less) or
such other rating confirmed in a Rating Agency Confirmation; (iii) an account or accounts maintained with PNC Bank, National Association
so long as PNC Bank, National Association’s (a) long-term




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unsecured debt rating or deposit account rating
shall be at least “A2” by Moody’s, “A” by Fitch and at least the equivalent by KBRA (if then rated by KBRA)
if the deposits are to be held in the account for more than 30 days or (b) short-term deposit account or short-term unsecured debt rating
shall be at least “P-1” by Moody’s, “F1” by Fitch and at least the equivalent by KBRA (if then rated by
KBRA) if the deposits are to be held in the account for 30 days or less; (iv) such other account or accounts that, but for the failure
to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) –
(ii) above, with respect to which a Rating Agency Confirmation has been obtained from KBRA and each Rating Agency for which
the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, which account may be an account
maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (v) any other account
or accounts not listed in clauses (i) – (ii) above with respect to which a Rating Agency Confirmation has been
obtained from each and every Rating Agency and a confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), which account may be an account maintained by or with the
Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; or (vi) a segregated trust account or accounts
maintained with the corporate trust department of a federal or state chartered depository institution or trust company that has a long-term
unsecured debt rating of at least “A2” from Moody’s (if the deposits are to be held in the account for more than thirty
(30) days) or a short-term unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the
account for thirty (30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided
that any federal or state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially
similar to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer on
a transaction rated by any of DBRS Morningstar, Fitch, KBRA, Moody’s or S&P and that has not been a special servicer, operating
advisor or asset representations reviewer on a transaction for which any of DBRS Morningstar, Fitch, KBRA, Moody’s or S&P has
qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing
or other relevant concerns with the special servicer, operating advisor or asset representations reviewer as the sole or material factor
in such rating action, (b) can and will make the representations and warranties set forth in Section 6.01(d), (c) is
not (and is not affiliated with) a Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder, the VRR Interest Owners, any Risk Retention Consultation Parties or any of their respective
Affiliates, (d) has neither performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting,
brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing
Date for or on behalf of any Mortgage Loan Seller, any Underwriter, any party to this Agreement, the Directing Certificateholder, the
Risk Retention Consultation Parties or any of their respective Affiliates, nor been paid any fees, compensation or other remuneration
by any of them in connection with any such services, and (e) does not




    	 	51	 



    	 	 



    

directly or indirectly, through one or more
Affiliates or otherwise, own any interest in any Certificates, the RR Interest, any Mortgage Loans, any Companion Loan or any securities
backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates,
other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable).


“Eligible Operating
Advisor”: An entity (a) that is a special servicer or operating advisor on a CMBS transaction rated by the Rating Agencies (including,
in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which
any of the Rating Agencies has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such
transaction citing servicing concerns with the Operating Advisor in its capacity as the special servicer or operating advisor on such
CMBS transaction as the sole or a material factor in such rating action; (b) that can and will make the representations and warranties
of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that is not (and is not affiliated with)
the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing
Certificateholder, a Risk Retention Consultation Party, a depositor, a trustee, a certificate administrator, a master servicer or special
servicer with respect to the securitization of a Companion Loan, or any of their respective Affiliates; (d) that has not been paid
by any Special Servicer or successor Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations
hereunder or (y) for the appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer;
(e) that (x) has been regularly engaged in the business of analyzing and advising clients in CMBS matters and that has at least
five (5) years of experience in collateral analysis and loss projections and (y) has at least five (5) years of experience in commercial
real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (f) that
does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates,
any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization
transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer
(to the extent it also acts as the Asset Representations Reviewer).


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


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




    	 	52	 



    	 	 



    

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


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


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


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


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


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


“Euroclear”:
The Euroclear System, in Europe, or any successor thereto.


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


“Excess Interest
Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts (or as a subaccount
of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(d), which shall be entitled “Computershare
Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for
the benefit of the registered holders of Benchmark 2022-B32 Mortgage Trust 2022-B32, Commercial Mortgage Pass-Through Certificates, Series
2022-B32 and the RR Interest Owners, Excess Interest Distribution Account”, and which must be an Eligible Account (or a subaccount
of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the Holders of the Class S
Certificates and the VRR Interest. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall
be an asset of the Grantor Trust.


“Excess Modification
Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular modification,
waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee,




    	 	53	 



    	 	 



    

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


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


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


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


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


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan
and/or Excluded Loan. Promptly upon obtaining actual knowledge of the




    	 	54	 



    	 	 



    

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


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


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


“Excluded Loan”:
With respect to (a) the Directing Certificateholder, any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing
Certificateholder or the Holder of the majority of the Controlling Class is a Borrower Party or a party prohibited from serving as the
Directing Certificateholder or the holder of the majority of the Controlling Class under the related Mortgage Loan documents or (b) with
respect to any Risk




    	 	55	 



    	 	 



    

Retention Consultation Party, a Mortgage Loan
or Whole Loan with respect to which, as of the applicable date of determination, such Risk Retention Consultation Party or the Person
entitled to appoint such Risk Retention Consultation Party or the applicable VRR Interest is a Borrower Party. For the avoidance of doubt,
any Excluded Loan is also an Excluded Controlling Class Loan. As of the Closing Date, there are no Excluded Loans related to the Trust.


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


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


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


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


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


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


“Fee Restricted
Specially Serviced Loan”: Any Specially Serviced Loan that (i) is a Specially Serviced Loan solely because of an event described
in clauses (iv) or (x) of the definition of “Servicing Transfer Event” and (ii) the Special Servicer made the determination
that the related Mortgage Loan (and any related Serviced Companion Loan) should be transferred to special servicing and the Master Servicer
did not agree with the Special Servicer’s determination, as evidenced by, in the case of an event described in clause (iv) or (x)
of the definition of “Servicing Transfer Event”, an Officer’s Certificate delivered to the Special




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Servicer setting forth the reason for such
disagreement; provided, however, that no Specially Serviced Loan shall be a Fee Restricted Specially Serviced Loan if such
Specially Serviced Loan is transferred to special servicing by the determination of the Master Servicer or if the Master Servicer and
the Special Servicer mutually agree to such transfer. A Specially Serviced Loan will be a Fee Restricted Specially Serviced Loan only
during the Imminent Default Fee Restricted Period.


“Final Asset Status
Report”: With respect to any Specially Serviced Loan, the initial Asset Status Report (together with such other data or supporting
information provided by the Special Servicer to the Directing Certificateholder or the AB Whole Loan Controlling Holder that does not
include any communication (other than the Final Asset Status Report) between the Special Servicer and the Directing Certificateholder
with respect to such Specially Serviced Loan or between the Special Servicer and the AB Whole Loan Controlling Holder) required to be
delivered by the Special Servicer by the Initial Delivery Date or any Subsequent Asset Status Report, in each case, in the form fully
approved or deemed approved, if applicable, by the Directing Certificateholder or the AB Whole Loan Controlling Holder, as applicable,
pursuant to the Directing Certificateholder Asset Status Report Approval Process or following completion of the ASR Consultation Process,
as applicable. For the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to any
Specially Serviced Loan in accordance with the procedures described in Section 3.19(d).


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


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


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




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“Financial Market
Publishers”: Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., MBS Data, LLC, KBRA Analytics, LLC, RealINSIGHT, BlackRock
Financial Management Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, Thomson Reuters
Corporation and DealView Technologies Ltd.


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


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


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


“Franchise Required
Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) subject to a franchise agreement with a related
comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer
or assign any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust. The Courtyard
Alpharetta/Avalon Mortgage Loan is the only Franchise Required Mortgage Loans with respect to the Trust.


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


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


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


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


“Grantor Trust”:
A segregated asset pool within the Trust Fund, which is classified as a trust under Treasury regulation section 301.7701-4 and the beneficiaries
of which are treated as the owners of the trust under section 671 of the Code. The Grantor Trust consists of the VRR Interest Specific
Grantor Trust Assets, the Class S Specific Grantor Trust Assets, the VRR Interest Distribution Account and the Excess Interest Distribution
Account.




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“Grantor Trust Certificates”:
The VRR Interest and the Class S Certificates, collectively.


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


“GS Bank”:
Goldman Sachs Bank USA, a state-chartered bank, duly organized, validly existing and in good standing under the laws of the State of New
York.


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


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


“Imminent Default
Fee Restricted Period”: Any Imminent Default Workout Fee Restricted Period or Imminent Default Liquidation Fee Restricted Period.


“Imminent Default
Liquidation Fee Restricted Period”: With respect to any Specially Serviced Loan that is a Specially Serviced Loan solely because
of an event described in clause (iv) of the definition of “Servicing Transfer Event,” where (A) a payment default has occurred
with respect to the related Balloon Payment and (B) the related Mortgagor has provided prior to the related Maturity Date, a Refinancing/P&S
Document that is satisfactory in form and substance to the Master Servicer from an acceptable lender or purchaser reasonably satisfactory
to the Master Servicer, the period commencing upon the date of such payment default and ending on the earlier of (i) the time set forth
in the applicable Refinancing/P&S Document, as extended pursuant to the original terms of such documentation, (ii) 120 days after
the Balloon Payment default or maturity default, (iii) the date that the related Mortgagor fails to make the Assumed Scheduled Payment
or (iv) the date that the related Mortgage Loan (or Serviced Companion Loan) would have become a Specially Serviced Loan due to an event
other than an event described in clause (ii) or (iv) of the definition of “Servicing Transfer Event”. In the event that the
Master Servicer disagrees with the Special Servicer’s determination to transfer such Specially Serviced Loan into special servicing,
the Master Servicer shall deliver an Officer’s Certificate to the Special Servicer setting forth the reasons for such disagreement.


“Imminent Default
Workout Fee Restricted Period”: With respect to any Specially Serviced Loan that is a Specially Serviced Loan solely because
of an event described in clause (iv) or (x) of the definition of “Servicing Transfer Event,” the period commencing upon the
date that such Mortgage Loan becomes a Specially Serviced Loan based on a determination of the Special Servicer (without the agreement
of the Master Servicer) and ending on the earlier of (i) the date (if any) on which such Specially Serviced Loan is modified and (ii)
the date on which the related Mortgage Loan (or Serviced Companion Loan) would have become a Specially




    	 	59	 



    	 	 



    

Serviced Loan due to an event other than an
event described in clause (ii), (iv) or (x) of the definition of “Servicing Transfer Event”. In the event that the Master
Servicer disagrees with the Special Servicer’s determination to transfer such Specially Serviced Loan into special servicing, the
Master Servicer shall deliver an Officer’s Certificate to the Special Servicer setting forth the reasons for such disagreement.


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of the
Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in fact independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Parties, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or
together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof,
(ii) does not have any material direct financial interest in or any material indirect financial interest in any of the Trustee, the
Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Risk Retention
Consultation Parties, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one
or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not
connected with the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder,
the Risk Retention Consultation Parties, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or
together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as
an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however,
that a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the
Special Servicer, the Directing Certificateholder, the Risk Retention Consultation Parties, the Companion Holders or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any Class of securities issued by the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder,
the Risk Retention Consultation Parties, the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership
constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the exception in the proviso above for ownership
of 1% or less of any Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.


“Independent Contractor”:
Either (i) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section 856(d)(3)
of the Code if the Trust were a real estate investment trust (except that the ownership test set forth in that Section shall be considered
to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or the RR Interest, or such other
interest in any Class of Certificates or the RR Interest as is set forth in an Opinion of Counsel, which shall be at no expense to the
Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered to the Trustee, any Companion
Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or derive any income from such Person
and provided that the relationship between such Person and the Trust is at arm’s length, all within the meaning of




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Treasury Regulations Section 1.856-4(b)(5)
(except that neither the Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition
in this clause (i) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that
effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate
Administrator, the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the
Certificate Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by
an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning
of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real
Property.


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


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


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


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


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


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


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


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




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


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


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


“Insurance Consultant
Report”: With respect to each Mortgage Loan, a report or other summary prepared either by the related Mortgage Loan Seller or
a third party insurance consultant on behalf of the related Mortgage Loan Seller that provides a summary of all Insurance Policies covering
the related Mortgaged Property(ies), identifying the insurance provider, applicable ratings of each such provider and the amount of coverage
and any applicable deductible.


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


“Intercreditor Agreement”:
Each intercreditor agreement relating to a Whole Loan described in the Preliminary Statement (each a “Designated Intercreditor
Agreement”), any other intercreditor agreement entered into in connection with the issuance to the direct or indirect equity
holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage
Loan documents and solely with respect to a Joint Mortgage Loan treated as a Serviced Whole Loan in accordance with Section 3.33
hereof (to the extent there is no related Intercreditor Agreement governing the relationship of the promissory notes comprising such Joint
Mortgage Loan), the applicable Mortgage Loan documents together with the provisions of Section 3.33 hereof.


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


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




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“Interest Deposit
Amount”: An amount equal to $347,264.78, which is equal to two days of interest at the Net Mortgage Rate for each Mortgage Loan
that accrues interest on an Actual/360 Basis.


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


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


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Computershare Trust Company, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark
2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and the RR Interest Owners, Interest Reserve
Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible
Account or subaccount of an Eligible Account.


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Non-VRR Certificates, the sum of (a) the portion of the Interest Distribution
Amount for such Class of Non-VRR Certificates remaining unpaid as of the close of business on the preceding Distribution Date, and
(b) to the extent permitted by applicable law, (i) other than in the case of Class X Certificates, one month’s interest
on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the
case of the Class X Certificates, one-month’s interest on that amount remaining unpaid at the Weighted Average Net Mortgage
Rate for such Distribution Date.


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




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


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


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


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


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


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


“Joint Mortgage
Loan”: Any Mortgage Loan comprised of multiple Mortgage Notes that are being sold separately to the Depositor by more than one
Mortgage Loan Seller. The only Joint Mortgage Loan related to the Trust is the 601 Lexington Avenue Mortgage Loan.




    	 	64	 



    	 	 



    

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


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


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


“Liquidation Event”:
With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the following events: (i) such
Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement;
(iv) such Mortgage Loan is purchased by the Special Servicer, or by any Companion Holder or any mezzanine lender (as applicable)
pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan is purchased
by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class R
Certificates pursuant to Section 9.01 or acquired by the Sole Certificateholder in exchange for its Certificates pursuant
to Section 9.01; or (vi) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


“Liquidation Expenses”:
All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special Servicer in connection
with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced Mortgaged




    	 	65	 



    	 	 



    

Property) pursuant to Section 3.16
(including, without limitation, legal fees and expenses, committee or referee fees and, if applicable, brokerage commissions and conveyance
taxes).


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




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


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


“Liquidation Proceeds”:
Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation (including
a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan or defaulted Companion Loan,
if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof required
to be released to the related Mortgagor in accordance with applicable law and the terms and conditions of the related Mortgage Note and
Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor; (iii) any sale of (A) a Specially
Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b); (iv) the
repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of the majority of the Controlling Class, the Special
Servicer, the Master Servicer or the Holders of the Class R Certificates pursuant to Section 9.01; (vi) the purchase
of a Mortgage Loan or an REO Property by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant
to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from the
Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided
that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in




    	 	67	 



    	 	 



    

connection with such Loss of Value Payment,
the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation
Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to any
Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable
to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms of the related Intercreditor Agreement.


“Loan-Specific Directing
Certificateholder”: With respect to any Servicing Shift Whole Loan, the “Controlling Holder”, the “Directing
Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous concept set forth under
the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the Loan-Specific Directing Certificateholder
with respect to the related Servicing Shift Whole Loan will be the holder of the related Servicing Shift Lead Note. On and after the applicable
Servicing Shift Securitization Date, there will be no Loan-Specific Directing Certificateholder under this Agreement with respect to the
related Servicing Shift Whole Loan. As of the Closing Date, CREFI will be the Loan-Specific Directing Certificateholder with respect to
the Mortgage Loan identified on the Mortgage Loan Schedule as “ExchangeRight Net Leased Portfolio #53”.


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


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


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


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


“Lower-Tier Regular
Interests”: Any of the Class LA1, Class LA2, Class LA2A1, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS,
Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ, Class LK and Class LRR Uncertificated
Interests and the LRI Uncertificated Interest.


“Lower-Tier
REMIC”: One of two separate REMICs comprising a portion of the Trust Fund, the assets of which consist of the Mortgage Loans
(exclusive of the Excess Interest and amounts in the Excess Interest Distribution Account) and the proceeds thereof, any REO Property
with respect thereto (or an allocable portion thereof, in the case of any Serviced Mortgage Loan), or the Trust’s beneficial interest
in the REO Property with respect to a




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Non-Serviced Whole Loan, such amounts as
shall from time to time be held in the Collection Account (other than with respect to any Companion Loan), the related portion of the
REO Account, if any, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale
Reserve Account, the Lower-Tier REMIC Distribution Account, and all other properties included in the Trust Fund that are not in the
Upper-Tier REMIC or the Grantor Trust, except for the Loss of Value Reserve Fund.


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders and the RR Interest
Owners, which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2022-B32 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and the RR Interest Owners, Lower-Tier REMIC Distribution Account”.
Any such account, accounts or sub-accounts shall be an Eligible Account.


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


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


“MAI”:
Member of the Appraisal Institute.


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


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


“Majority-Owned
Affiliate”: As defined in the Risk Retention Rule.


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


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


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


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




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


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


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


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


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


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


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


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


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


(i)               
the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to “Pay to
the order of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of Benchmark 2022-B32 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32, and the RR Interest




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Owners, without recourse, representation
or warranty” or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original
Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with
a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


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


(iii)             
an original Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank,
and except for recording information not yet available, if the Mortgage or an assignment thereof has not been returned from the applicable
recording office), executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the originator to “Wilmington
Trust, National Association, as trustee for the benefit of the registered holders of Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2022-B32, and the RR Interest Owners” or in blank and, in the case of any Serviced Whole Loan,
in its capacity as “Lead Securitization Note Holder” or similar capacity under the related Intercreditor Agreement on behalf
of the related Serviced Companion Noteholders;


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


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


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


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




    	 	71	 



    	 	 



    

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


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


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


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


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


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


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


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


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


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




    	 	72	 



    	 	 



    

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


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


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




    	 	73	 



    	 	 



    

(other than the documents described in clause
(i) above) shall be transferred to the custodian pursuant to Section 2.01(i).


Notwithstanding anything
to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect to the
original Mortgage Note, related allonge and assignments held by or from the related Mortgage Loan Seller) by either of the applicable
Mortgage Loan Sellers shall satisfy the delivery requirements for both of the applicable Mortgage Loan Sellers.


“Mortgage Loan”:
Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being understood that for the
purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred and assigned to the Trustee
pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan” includes the related
Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements. The term “Mortgage
Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a Mortgage Loan pursuant
to Section 2.03 and exclude any such replaced Mortgage Loan.


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


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


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


(a)              
the Loan Number;


(b)              
the Mortgage Loan Seller;


(c)              
the Mortgage Loan name;


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


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


(f)               
the original principal balance;


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


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




    	 	74	 



    	 	 



    

(i)                
 the Due Date;


(j)                
(1) in the case of a Mortgage Loan that provides for payments of principal and interest during all or any part of its remaining
term following the Cut-off Date, the amount of the monthly payment of principal and interest due on each Due Date during such remaining
principal and interest term or part thereof, and (2) in the case of a Mortgage Loan that provides for payments of interest-only during
all or any part of its remaining term following the Cut-off Date, the amount of the monthly payment of interest due on each Due Date during
such remaining interest-only term or part thereof;


(k)              
the Servicing Fee Rate;


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


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


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


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


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


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


“Mortgage Loan Seller
Percentage Interest”: With respect to a Joint Mortgage Loan and each applicable Mortgage Loan Seller with respect thereto, a
fraction, expressed as a percentage, the numerator of which is equal to the aggregate Cut-off Date principal balance of the promissory
notes contributed by such Mortgage Loan Seller to this securitization, and the denominator of which is equal to the Cut-off Date principal
balance of such Joint Mortgage Loan.


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


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan) or related Serviced Pari Passu Companion Loan on
or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage
Loan or related Serviced Pari Passu Companion Loan from time to time in accordance with the related Mortgage Note and applicable law;
or (ii) any Mortgage




    	 	75	 



    	 	 



    

Loan or related Serviced Pari Passu Companion
Loan after its Maturity Date, the annual rate described in clause (i) above determined without regard to the passage of such
Maturity Date. For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess Rate.


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


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


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


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


“Net Mortgage Rate”:
With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than the portion of an REO Loan
related to any Companion Loan) as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect
(without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated Repayment Date), minus the
related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates, the Net Mortgage
Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage
Loan, whether agreed to by the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding
involving the Mortgagor; provided, further, that for any Mortgage Loan that does not accrue interest on the basis of a 360-day
year consisting of twelve 30-day months, then, solely for purposes of calculating Pass-Through Rates and the Weighted Average
Net Mortgage Rate on the Regular Certificates, the Net Mortgage Rate of such Mortgage Loan or for any one-month period preceding a
related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a
360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually accrued in respect
of such Mortgage Loan during such one-month period at the related Net Mortgage Rate; provided, further, that, with respect
to each Actual/360 Loan, the Net Mortgage Rate for the one-month




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period (A) preceding the Due Dates that
occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February in any year which
is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be determined exclusive of
any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution
Date), will be determined inclusive of the amounts withheld in the immediately preceding January and February, if applicable. With respect
to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan had remained
outstanding.


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


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


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


“Non-Exempt Person”
shall mean any Person other than a Person who either (i) is a U.S. Tax 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 5.03(s), shall be sufficient to evidence that such providing Person is
not a Non-Exempt Person.


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


“Nonrecoverable
P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non-Serviced
Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan) which, in the reasonable judgment of the
Master Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid interest
thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided,
however, that the Special Servicer may, at its option (prior to the occurrence of a Consultation Termination Event (other than
with respect to any Excluded Loan), in consultation with the Directing Certificateholder), make a determination in accordance with the
Servicing Standard, that any P&I Advance previously made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver
to the Master Servicer (and with respect to a Serviced Mortgage Loan, the Master Servicer shall deliver to the master servicer and, to
the extent required under the related Intercreditor Agreement, special servicer under any Other Pooling and Servicing Agreement, and,
with respect to a Non-Serviced Mortgage Loan,




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the Master Servicer shall deliver to the related
Non-Serviced Master Servicer under the Non-Serviced PSA), the Certificate Administrator, the Trustee, the Directing Certificateholder,
the Operating Advisor and the 17g-5 Information Provider notice of such determination. Any such determination shall be conclusive
and binding upon, and may be conclusively relied upon by, the Master Servicer and the Trustee, provided, however, that the
Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable
and in the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance,
such decision shall remain with the Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only
a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and
the Trustee shall have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed
P&I Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer
or Non-Serviced Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced Companion Loan determines
that a P&I Advance with respect to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance, such
determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to
the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage Loan, if the Master Servicer, the
Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to a related Non-Serviced Mortgage Loan,
if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related Non-Serviced Master Servicer
and related Non-Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non-Serviced Companion Loan
(unless the related Non-Serviced PSA provides otherwise). In making such recoverability determination, the Master Servicer, Special Servicer
or Trustee, as applicable, shall be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under
the terms of the related Mortgage Loan or Companion Loan(s), as applicable, as it may have been modified and (ii) the related Mortgaged
Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s assumptions
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect
to such Mortgaged Properties, (b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer
and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among
other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer
and the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among
other things) the timing of recoveries, (d) to give due regard to the existence of any Nonrecoverable Advances which, at the time
of such consideration, the recovery of which are being deferred or delayed by the Master Servicer, the Trustee or the Special Servicer,
in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential
source of recovery for such delayed or deferred Advance and (e) with respect to a Non-Serviced Whole Loan, any non-recoverability determination
of the Non-Serviced Master Servicer or Non-Serviced Trustee under the related Non-Serviced PSA relating to a principal and interest advance
for a Non-Serviced Companion Loan. In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable




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Advance, shall be entitled to give due regard
to the existence of any outstanding Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage
Loans, the reimbursement of which, is being deferred or delayed by the Master Servicer, the Trustee or the Special Servicer because there
is insufficient principal available for such recovery, in light of the fact that proceeds on the related Mortgage Loan are a source of
recovery not only for the P&I Advance under consideration, but also as a potential source of reimbursement of such Nonrecoverable
Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable
Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the
case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals
or market value estimates or other information for making a recoverability determination (and, upon the reasonable request by the Trustee,
Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals
or market value estimates in its possession to the requesting party for such purpose). Absent bad faith, the Master Servicer’s,
Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and
binding on the Certificateholders and the RR Interest Owners. The determination by the Master Servicer, the Special Servicer or the Trustee,
as the case may be, that a Nonrecoverable P&I Advance has been made or that any proposed P&I Advance, if made, would constitute
a Nonrecoverable P&I Advance, or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate
delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing
Certificateholder (but only prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other
than an Excluded Loan) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case
of the Special Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer). The Officer’s Certificate
shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee,
as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income and expense
statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer
or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan or the
related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s
determination that a P&I Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on
the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized
Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan.


“Nonrecoverable
Servicing Advance”: Any Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan (other than a
Non-Serviced Mortgage Loan), Whole Loan or REO Property which, in the reasonable judgment of the Master Servicer, the Special Servicer
or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid interest thereon, at the
Reimbursement Rate, from Late




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Collections or any other recovery on or in
respect of such Mortgage Loan, Whole Loan or REO Property. In making such recoverability determination, such Person shall be entitled
(a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion
Loan, as applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current
conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee)
regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (b) to estimate and consider
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among other things) future expenses, (c) to estimate and consider
(consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment
in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due
regard to the existence of any Nonrecoverable Advances which, at the time of such consideration, the recovery of which are being deferred
or delayed by the Master Servicer, the Special Servicer or the Trustee because there is insufficient principal available for such reimbursement,
in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential
source of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable
Servicing Advance, shall be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed
by the Master Servicer, the Special Servicer or the Trustee, in light of the fact that proceeds on the related Mortgage Loan are a source
of recovery not only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable
Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable
Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business judgment in the
case of the Trustee (solely in its capacity as Trustee), may obtain, promptly upon request, from the Special Servicer at the expense of
the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination
(and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special
Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting party for such purpose).
Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to the recoverability
of any Servicing Advance shall be conclusive and binding on the Certificateholders and the RR Interest Owners. The determination by the
Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been made or that
any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability
determination, shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer or Master Servicer to
the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence of a Consultation
Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan)




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(and in the case of a Serviced Mortgage Loan,
any Other Servicer and Other Trustee), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the
Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the
case of a Serviced Mortgage Loan, any Other Servicer); provided, however, that the Special Servicer may, at its option (with
respect to any Specially Serviced Loan, prior to the occurrence of a Consultation Termination Event (other than with respect to any Excluded
Loan), in consultation with the Directing Certificateholder) make a determination in accordance with the Servicing Standard, that any
Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer
(and with respect to a Serviced Mortgage Loan, the Master Servicer shall deliver to the applicable master servicer under the related Other
Pooling and Servicing Agreement, and with respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced
Master), the Certificate Administrator, the Trustee, the Directing Certificateholder, the Operating Advisor and the 17g-5 Information
Provider notice of such determination. Any such determination (other than by the Special Servicer) may be conclusively relied upon by,
but shall not be binding upon, the Master Servicer and the Trustee, and any such determination by the Special Servicer shall be conclusive
and binding upon, and may be conclusively relied upon by, the Master Servicer and the Trustee, provided, however, that the
Special Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be recoverable
and in the absence of a determination by the Special Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance,
such decision shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that
only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer
and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously made
or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such determination
of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis
of such determination (which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy
status, property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable,
to make such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan
or related Mortgaged Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with
any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances
may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely on the
Master Servicer’s or Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable, and the Master
Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a Servicing Advance is or would be
nonrecoverable. Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing
Advance, the Master Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance;
provided, however, the Special Servicer shall not be entitled to make such a request more frequently than once per calendar
month with respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing Advance).
In the case of a




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cross-collateralized Mortgage Loan (if
any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized
Mortgage Loan. The determination as to the recoverability of any Servicing Advance previously made or proposed to be made in respect of
a Non-Serviced Whole Loan shall be made by the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee, as the case may be, pursuant to the related Non-Serviced PSA.


“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class A-2A1, Class X-D, Class X-FG, Class X-H, Class
X-NR, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class S, Class R or Class RR Certificate.


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


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


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


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


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


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


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


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


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


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




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


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


“Non-Serviced Primary
Servicing Fee Rate”: With respect to (a) each Servicing Shift Whole Loan prior to the related Servicing Shift Securitization
Date and (b) each Non-Serviced Mortgage Loan, the per annum rate set forth under the column entitled “Non-Serviced Primary
Servicing Fee Rate” in the “Whole Loan” chart in the Preliminary Statement.


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


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


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


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


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


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


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


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


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


“Non-VRR Certificateholders”:
The Holders of Non-VRR Certificates.


“Non-VRR Certificates”:
The Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class X-D, Class
X-FG, Class X-H, Class X-NR, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates.




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“Non-VRR Excess
Prepayment Interest Shortfall”: For any Distribution Date, the Non-VRR Percentage of the Excess Prepayment Interest Shortfall
for such Distribution Date.


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


“Non-VRR Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the
Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Non-VRR Certificateholders,
which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2022-B32 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2022-B32, Non-VRR Gain-on-Sale Reserve Account”. Any such account shall be
an Eligible Account or a subaccount of an Eligible Account.


“Non-VRR Percentage”:
An amount expressed as a percentage equal to 100% minus the VRR Percentage. For the avoidance of doubt, at all times, the sum of the VRR
Percentage and the Non-VRR Percentage shall equal 100%.


“Non-VRR Principal
Distribution Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum
of (a) the Principal Shortfall for such Distribution Date and (b) the Non-VRR Percentage of the Aggregate Principal Distribution
Amount for such Distribution Date.


“Non-VRR Realized
Loss”: With respect to the Mortgage Loans and any Distribution Date, the amount, if any, by which (i) the aggregate Certificate
Balance of the Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii)
product of (A) the Non-VRR Percentage and (B) the aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool (for purposes
of this calculation, the aggregate Stated Principal Balance shall not be reduced by the amount of principal payments received on the Mortgage
Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed
Reimbursement Amounts, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances), including any REO Loans
(but in each case, excluding any Companion Loan), as of the end of the last day of the related Collection Period.


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




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


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


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


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


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


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


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


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties
with respect to such Major Decision equal to $10,000 or such lesser amount as the related Mortgagor agrees to pay with respect to any
Mortgage Loan (other than any Non-Serviced Mortgage Loan), payable pursuant to Section 3.05 of this Agreement; provided
that no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided,
further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any
Major Decision; provided, further, that the Master Servicer or Special Servicer, as applicable, may waive or reduce the
amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial waiver is in
accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult,
on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).


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




    	 	85	 



    	 	 



    

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


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum rate
of 0.00078%.


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest of, and
for the benefit of, the Certificateholders and the RR Interest Owners and, with respect to any Serviced Whole Loan for the benefit of
the holders of the related Companion Loan(s) (as a collective whole as if such Certificateholders, the RR Interest Owners and Companion
Holders constituted a single lender, taking into account the pari passu nature of any related Pari Passu Companion Loan and the subordinate
nature of any related AB Subordinate Companion Loan), and not to any particular Class of Certificateholders or the RR Interest Owners
(as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict
of interest arising from any relationship that the Operating Advisor or any of its Affiliates may have with any of the underlying Mortgagors,
a manager of a Mortgaged Property, the Mortgage Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer, any Risk Retention Consultation Party, the Directing Certificateholder, any Certificateholder, any RR Interest Owner or any
of their Affiliates.


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


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


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




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


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


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


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


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


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


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


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




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“Original RR Interest
Balance”: With respect to the RR Interest, an amount equal to the initial RR Interest Balance as specified in the Preliminary
Statement hereto.


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


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


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


“Other Securitization”:
As defined in Section 11.06.


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


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


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


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


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


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


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-2A1 Pass-Through
Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the
Class A-SB Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C
Pass-Through Rate, the Class D Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through Rate, the
Class G Pass-Through Rate, the Class H Pass-Through Rate, the Class J Pass-Through Rate, the Class K Pass-Through
Rate, the Class X-A Pass-Through Rate, the Class X-B Pass-Through Rate, the Class X-D Pass-Through Rate, the Class X-FG
Pass-Through




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Rate, the Class X-H Pass-Through Rate and the
Class X-NR Pass-Through Rate, as the case may be.


None of the Class R or Class
S Certificates have Pass-Through Rates.


Although it does not have
a specified Pass-Through Rate (other than for tax reporting purposes), the effective interest rate for the VRR Interest shall be the VRR
Interest Rate for the related Distribution Date.


“PCAOB”:
The Public Company Accounting Oversight Board.


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


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


“Performance Certification”:
As defined in Section 11.06.


“Performing Party”:
As defined in Section 11.12.


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


“Permitted Investments”:
Any one or more of the following obligations or securities (including obligations or securities of the Certificate Administrator, or managed
by the Certificate Administrator or any Affiliate of the Certificate Administrator, if otherwise qualifying hereunder), regardless of
whether issued by the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, or any of their
respective Affiliates and




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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 (or, insofar as there is then outstanding any class of Serviced Companion Loan Securities that are then rated
by such Rating Agency, such class of securities) as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S.
Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing
Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates,
RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated
systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae
debt obligations rated at least “A-1” by S&P, if such obligations mature in sixty (60) days or less, or rated at least
“AA-”, “A-1+” or (with respect to money market fund investments only) “AAAm” by S&P, if such obligations
mature in 365 days or less;


(ii)              
time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date
of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or organized under
the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities
that, in each case, satisfy the Applicable Moody’s Permitted Investment Rating, the Applicable Fitch Permitted Investment Rating
and the Applicable KBRA Permitted Investment Rating; or, in each case, such other rating as would not result in the downgrading, withdrawal
or qualification of the then current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then
outstanding any class of Serviced Companion Loan Securities that is then rated by such rating agency, such class of securities) as evidenced
in writing;


(iii)            
repurchase agreements or obligations with respect to any security described in clause (i) above where such security has a remaining
maturity of one year or less and where such repurchase obligation has been entered into with a depository institution or trust company
(acting as principal) described in clause (ii) above;




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(iv)          
 debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition that, in each case, satisfy the Applicable
Moody’s Permitted Investment Rating, the Applicable Fitch Permitted Investment Rating and the Applicable KBRA Permitted Investment
Rating (or, in the case of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating
Agency, in addition to a Rating Agency Confirmation from each Rating Agency not rating such debt obligations); provided, however,
that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause
the then outstanding principal amount of securities issued by such corporation and held in the accounts established hereunder to exceed
10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts;


(v)             
commercial paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation
or other entity organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing in
one (1) year or less from the date of acquisition thereof that, in each case, satisfy the Applicable Fitch Permitted Investment Rating,
the Applicable KBRA Permitted Investment Rating and the Applicable Moody’s Permitted Investment Rating (or such lower rating as
is otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation, in addition to a Rating Agency Confirmation
from each Rating Agency not rating such commercial paper);


(vi)           
money market funds which seek to maintain a constant net asset value per share, rated “Aaa-mf” by Moody’s and
in the highest rating categories of Fitch and KBRA (if so rated by each such Rating Agency (and if not rated by any such Rating Agency,
an equivalent rating (or higher) by at least two (2) NRSROs (which may include Fitch, KBRA, DBRS Morningstar, Moody’s and/or
S&P))), which may include the investments referred to in clause (i) hereof if so qualified that (a) have substantially
all of their assets invested continuously in the types of investments referred to in clause (i) above and (b) have
net assets of not less than $5,000,000,000;


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




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satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); and


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


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


“Permitted Lender”:
As defined in Section 5.03(r).


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


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




    	 	92	 



    	 	 



    

or fixed base, within the meaning of an applicable
income tax treaty, of the Transferee or any other U.S. Tax Person.


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


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


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


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


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


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


“Prepayment Interest
Shortfall”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject to a Principal
Prepayment (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan in accordance with the related
Intercreditor Agreement) in full or in part during the related Collection Period, which Principal Prepayment was applied to such Mortgage
Loan or Serviced Whole Loan, as applicable, after the related Determination Date (or, with respect to each Mortgage Loan or Serviced Companion
Loan, as applicable, with a Due Date occurring after the related Determination Date, the related Due Date) and prior to the following
Due Date, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent not collected from the related
Mortgagor (without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate
per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan,




    	 	93	 



    	 	 



    

as applicable and (y) the Certificate
Administrator Fee Rate, the Operating Advisor Fee Rate and the Asset Representations Reviewer Fee Rate, on the amount of such Principal
Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to such Mortgage Loan or Serviced
Whole Loan, as applicable, and ending on such following Due Date. With respect to any AB Whole Loan, any Prepayment Interest Shortfall
for any Distribution Date shall be allocated first to the related AB Subordinate Companion Loan and then to the related Mortgage
Loan and any related Pari Passu Companion Loan.


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


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


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


“Prime Rate”:
The “Prime Rate” as published in the “Money Rates” section of the New York City edition of The Wall Street
Journal (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate
Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists,
such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time
to time; provided that, solely with respect to the Master Servicer, the Prime Rate shall be subject to a floor rate of 2.0%.


“Principal Balance
Certificates”: Each of the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates.


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


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




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


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


“Privileged Information
Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available
and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged
Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose
such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing authorities or other governmental agencies,
(c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation
and/or (d) the Restricted Party is (in the case of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee, based on advice of legal counsel), required by law, rule, regulation, order,
judgment or decree to disclose such information.


“Privileged Person”:
The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special
Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, any Additional
Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate of the Operating Advisor designated
by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an Investor Certification, any Person
(including the Directing Certificateholder, a Risk Retention Consultation Party or a VRR Interest Owner) who provides the Certificate
Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with
an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s
Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is a Risk Retention
Consultation Party or the Special Servicer) be entitled to receive (i) if such party is the Directing Certificateholder or any Controlling
Class Certificateholder, any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation
is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
Controlling Class Loan(s)), and (ii) if




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such party is not the Directing Certificateholder
or any Controlling Class Certificateholder, any information other than the Distribution Date Statement. In determining whether any Person
is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on a certification by the Master
Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor, as the case may be.


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the Special Servicer
shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly or indirectly provide
any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any of the Special Servicer’s
employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related
Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related
Borrower Party, and (ii) shall maintain sufficient internal controls and appropriate policies and procedures in place in order to
comply with the obligations described in clause (i) above; provided, further, that nothing in this Agreement
shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict the Special Servicer’s access
to any information on the Master Servicer’s Internet website or the Certificate Administrator’s Website and in no case shall
the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses any Excluded Special Servicer Information
relating to the Excluded Special Servicer Loans; and provided, further, that any Excluded Controlling Class Holder shall
be permitted to reasonably request and obtain in accordance with Section 4.02(f) of this Agreement any Excluded Information
relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if
such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s
Website on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be. Notwithstanding
any provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have any obligation to restrict
access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan.


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


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


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


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


“Prospectus”:
The Prospectus, dated February 1, 2022, relating to the offering of the Registered Certificates.


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


“PTCE”:
Prohibited Transaction Class Exemption.




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


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


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


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


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


(v)             
Liquidation Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent
required pursuant to the final paragraph hereof, the related Companion Loan(s))) (which




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will not include any Liquidation Fees if
such repurchase occurs prior to the expiration of the Extended Cure Period).


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


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


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified to
write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a) “A3”
by Moody’s (or, if not rated by Moody’s, an equivalent rating by (A) two other NRSROs (which may include Fitch and/or KBRA)
or (B) one other NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) and (b) “A” by Fitch (or, if not
rated by Fitch, at least “A-” or an equivalent rating as “A-” by one other nationally recognized insurance rating
organization (which may include Moody’s or KBRA)) and (ii) with respect to the fidelity bond and errors and omissions insurance
policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c),
an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a company having such claims
paying ability) with at least one of the following ratings: (a) “A3” by Moody’s, (b) “A-”
by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc., (e) “A-“ by KBRA or
(f) “A(low)” by DBRS Morningstar, or, in the case of clauses (i) or (ii), any other insurer acceptable
to the Rating Agencies, as evidenced by a Rating Agency Confirmation.


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


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
special servicers contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate




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of the Operating Advisor or the Asset Representations
Reviewer (and, if appointed by the Directing Certificateholder or with the approval of the requisite vote of Certificateholders following
the Operating Advisor’s recommendation to replace the Special Servicer pursuant to Section 7.01(d), is not the originally
replaced special servicer or its affiliate), (iii) is not obligated to pay the Operating Advisor (x) any fees or otherwise compensate
the Operating Advisor in respect of its obligations under this Agreement, and (y) for the appointment of the successor special servicer
or the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iv) is not entitled
to receive any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating
Advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any
fee from the Operating Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved
by 100% of the Certificateholders and the RR Interest Owners, (vi) currently has a special servicer rating of at least “CSS3”
from Fitch, (vii) is currently acting as a special servicer in a commercial mortgage-backed securities transaction rated by Moody’s
on a transaction-level basis (as to which a commercial mortgage-backed securities transaction there are outstanding commercial mortgage-backed
securities rated by Moody’s), and has not been publicly cited by Moody’s as having servicing concerns 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 in a transaction serviced by the applicable servicer prior to the time of determination,
and (viii) is not a special servicer that has been publicly cited by KBRA as having servicing concerns 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 ratings
downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted)
replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal balance, after application
of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or not received, not in
excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the calendar month during which the substitution
occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan (determined without regard to any
prior modification, waiver or amendment of the terms of the removed Mortgage Loan); (iii) have the same Due Date as and Grace Period
no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis as the removed Mortgage Loan (for example,
on the basis of a 360 day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater
than, and not more than two (2) years less than, the remaining term to stated maturity of the removed Mortgage Loan; (vi) have
a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value ratio for the removed Mortgage Loan as of
the Closing Date and 75%, in each case using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply
as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage
Loan Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with respect
to the related Mortgaged Property and which will be delivered as a part of the related Mortgage File; (ix) have a then-current
debt service coverage ratio at least equal to the greater of the original debt service




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


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


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


“Rated Final Distribution
Date”: As to each Class of Certificates (other than the Class X-NR, Class J, Class K, Class S, Class R and Class RR Certificates),
the Distribution Date in January 2055.


“Rating Agency”:
Each of Moody’s, Fitch and KBRA their successors in interest. If no such rating agency nor any successor thereof remains in existence,
“Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or other comparable




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Person reasonably designated by the Depositor,
notice of which designation shall be given to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer,
and specific ratings of Moody’s, Fitch and KBRA herein referenced shall be deemed to refer to the equivalent ratings of the party
so designated.


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


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


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


“Realized Loss”:
The Non-VRR Realized Loss or VRR Realized Loss, as applicable.


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


“Refinancing/P&S
Document”: Any of (i) a fully executed term sheet or refinancing commitment with respect to a refinancing of a Mortgage Loan
or (ii) a signed purchase and sale agreement with respect to a sale of a Mortgaged Property (in each case subject only to typical due
diligence and closing conditions and, in the case of a purchase and sale agreement, if such agreement includes delivery of an acceptable
deposit by the purchaser) in a manner consistent with CMBS market practices.


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


“Regular Certificates”:
Any of the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B,
Class A-S, Class B, Class C, Class D, Class X-D, Class X-FG, Class X-H, Class X-NR, Class E, Class F, Class
G, Class H, Class J and Class K Certificates.


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


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




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


“Regulation D”:
Regulation D under the Act.


“Regulation S”:
Regulation S under the Act.


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


“Reimbursement Rate”:
The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.03(d) and
P&I Advances in accordance with Section 4.03(d), which rate per annum shall equal the Prime Rate, compounded annually;
provided that, solely with respect to the Master Servicer, the Reimbursement Rate shall be subject to a floor rate of 2.0%.




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


	
    Related
    Certificates
	
    Related

    Lower-Tier Regular Interest

	Class A-1 Certificates	Class LA1 Uncertificated Interest
	Class A-2 Certificates	Class LA2 Uncertificated Interest
	Class A-2A1 Certificates	Class LA2A1 Uncertificated Interest
	Class A-3 Certificates	Class LA3 Uncertificated Interest
	Class A-4 Certificates	Class LA4 Uncertificated Interest
	Class A-5 Certificates	Class LA5 Uncertificated Interest
	Class A-SB Certificates	Class LASB Uncertificated Interest
	Class A-S Certificates	Class LAS Uncertificated Interest
	Class B Certificates	Class LB Uncertificated Interest
	Class C Certificates	Class LC Uncertificated Interest
	Class D Certificates	Class LD Uncertificated Interest
	Class E Certificates	Class LE Uncertificated Interest
	Class F Certificates	Class LF Uncertificated Interest
	Class G Certificates	Class LG Uncertificated Interest
	Class H Certificates	Class LH Uncertificated Interest
	Class J Certificates	Class LJ Uncertificated Interest
	Class K Certificates	Class LK Uncertificated Interest
	Class RR Certificates	Class LRR Uncertificated Interest
	RR Interest	LRI Uncertificated Interest


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


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


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


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




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


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


“REO Account”:
A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on behalf
of the Trustee for the benefit of the Certificateholders and the RR Interest Owners and with respect to any Serviced Whole Loan, for the
benefit of the related Serviced Companion Noteholder, which shall initially be entitled “KeyBank National Association, or the applicable
successor special servicer, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered
holders of Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32, and the RR Interest
Owners, REO Account”. Any such account or accounts shall be an Eligible Account.


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


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


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


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s), as applicable), deemed for purposes
hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long as the applicable
portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan) remains part of
the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same terms and conditions
as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect to the calculation of the
Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to the default on such predecessor Mortgage
Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial outstanding principal balance and Stated Principal
Balance equal to the outstanding principal balance and Stated Principal Balance, respectively, of its predecessor Mortgage Loan or Companion
Loan, if applicable, as of the date of the related REO Acquisition. All amounts due and owing in respect of the predecessor Mortgage Loan
or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, accrued and unpaid interest,
shall continue to be due and owing in respect of a REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of
the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the




    	 	104	 



    	 	 



    

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


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


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


“Reportable Event”:
As defined in Section 11.07.


“Reporting Requirements”:
As defined in Section 11.12.


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




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


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


“Repurchased Note”:
As defined in Section 3.33(a).


“Repurchasing Mortgage
Loan Seller”: As defined in Section 3.33(a).


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


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


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


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


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


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


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


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


“Retained Certificates”:
The Class RR Certificates.




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


“Retained Fee Rate”:
An amount equal to (A) 0.00125% per annum for each Mortgage Loan, Serviced Companion Loan and REO Loan not referred to in
this clause (B) hereof, or (B) 0.000625% per annum for each Mortgage Loan, Serviced Companion Loan and REO Loan where
certain servicing functions are performed by an Initial Sub-Servicer.


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


“Retaining Party”:
With respect to the securitization of the Mortgage Loans effected by this Agreement, each of JPMCB, CREFI, GS Bank and DBRI, each as an
initial VRR Interest Owner, or any successor VRR Interest Owner.


“Retaining Sponsor”:
JPMCB.


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


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


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


“Risk Retention
Consultation Party”: Each of (i) the party selected by JPMCB, (ii) the party selected by CREFI, (iii) the party
selected by GS Bank and (iv) the party selected by DBRI. The Certificate Administrator and the other parties hereto shall be entitled
to assume that the identity of any Risk Retention Consultation Party has not changed until such parties receive written notice of a replacement
of such Risk Retention Consultation Party from JPMCB (in the case of the VRR-A Risk Retention Consultation Party), CREFI (in the case
of the VRR-B Risk Retention Consultation Party), GS Bank (in the case of the VRR-C Risk Retention Consultation Party) or DBRI (in the
case of the VRR-D Risk Retention Consultation Party), as confirmed by the Certificate Registrar. Notwithstanding the foregoing, no Risk
Retention Consultation Party shall have any consultation rights with respect to any related Excluded Loan. The initial VRR-A Risk Retention
Consultation Party shall be JPMCB, the initial VRR-B Risk Retention Consultation Party shall be CREFI, the initial VRR-C Risk Retention
Consultation Party shall be GSMC and the initial VRR-D Risk Retention Consultation Party shall be DBNY.


In the event that no Risk
Retention Consultation Party has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master
Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such
entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time as a new Risk Retention
Consultation Party is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to




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consult with, provide notice to, or seek the
approval or consent of any such Risk Retention Consultation Party, as the case may be.


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


“RR Interest”:
An uncertificated interest in the Trust representing the right to receive the RRI Percentage of all amounts collected on the Mortgage
Loans, net of all expenses of the Trust, and distributable on each Distribution Date to Holders of Certificates (other than to the Class
R Certificates) and allocated to the VRR Interest. The RR Interest evidences beneficial ownership of a “regular interest”
in the Upper-Tier REMIC for purposes of the REMIC Provisions. For the avoidance of doubt, 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 Original RR Interest Balance
as specified in the Preliminary Statement hereto 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 (determined as adjusted pursuant to Section 1.02(iii))
after giving effect to (a) any distributions made on such Distribution Date pursuant to Section 4.01(e)(i), (ii)
and (iii), (b) the VRR Realized Losses allocated to the RR Interest on such Distribution Date, and (c) any recoveries
on the Mortgage Loans of Nonrecoverable Advances (plus interest on such Nonrecoverable Advances) that were previously reimbursed from
principal collections on the related Mortgage Loans, that resulted in a reduction of the VRR Principal Distribution Amount, which recoveries
are allocated to the RR Interest and added to the RR Interest Balance.


“RR Interest Owner”:
Each VRR Interest Owner who owns a portion of the RR Interest.


“RRI Percentage”:
As of any date of determination, a fraction, expressed as a percentage, the numerator of which is the VRR Interest Balance of the RR Interest,
and the denominator of which is the aggregate Certificate Balance of all of the Classes of Principal Balance Certificates and the VRR
Interest Balance of the VRR Interest.


“Rule 144A”:
Rule 144A under the Act.




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


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


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


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


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


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


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


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


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




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


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


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


“Serviced AB Whole
Loan”: Any AB Whole Loan serviced pursuant to this Agreement. For the avoidance of doubt, there are no Serviced AB Whole Loans
in this transaction.


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


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


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


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


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


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


“Serviced Pari Passu
Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type” in the
“Whole Loan” chart in the Preliminary




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


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


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


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


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


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


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


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


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


“Servicing Advances”:
All customary, reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’ fees and expenses and
fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee, as applicable,
in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage Loan, the related
Serviced Companion Loan(s)), other than a Non-Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated
event has occurred or as to which a default is reasonably foreseeable or (b) an REO Property, including, in the case of each of such
clause (a) and clause (b), but not limited to, (x) the cost of




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(i) compliance with the Master Servicer’s
obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection of a Mortgaged Property,
(iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) –
(vi) of the definition of “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to
a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property
and (y) any amount specifically designated herein to be paid as a “Servicing Advance”. Notwithstanding anything to the
contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, such as
costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs
and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None
of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure
rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


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


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


“Servicing Fee Rate”:
With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum rate equal to the rate
set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate includes the rate at which applicable
master servicing, primary servicing and sub-servicing fees accrue, in each case computed on the basis of the Stated Principal Balance
of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect to
any Servicing Shift Whole Loan, prior to the related Servicing Shift Securitization Date, the “Servicing Fee Rate” shall include
the related Non-Serviced Primary Servicing Fee Rate. With respect to each Serviced Companion Loan sub-serviced by an Initial Sub-Servicer,
consisting of the Companion Loans related to the Bedrock Portfolio Whole Loan, the One Wilshire Whole Loan, and The Kirby Collection Whole
Loan as identified in the “Whole Loan” chart in the Preliminary Statement, the “Servicing Fee Rate” shall be a
per annum rate equal to 0.05000%, 0.01125%, and 0.03000%, respectively. With respect to each Serviced Companion Loan (other than any Serviced
Companion Loan referred to in the preceding sentence, any Serviced AB Subordinate Companion Loan and any Servicing Shift Companion Loan),
the “Servicing Fee Rate” shall be a per annum rate equal to 0.00125%. With respect to the Servicing Shift Companion
Loan, prior to the related Servicing Shift Securitization Date, the “Servicing Fee Rate” shall be a per annum rate equal to
the related Non-Serviced Primary Servicing Fee Rate.


“Servicing File”:
A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such items were
actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the extent that the identified documents
existed on or before the Closing Date and the applicable reference to Servicing File relates to any period after the Closing Date) delivered
by the related Mortgage




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


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


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


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


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




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such Servicing Shift Whole Loan. The Preliminary
Statement hereto lists the Servicing Shift Lead Notes for the Servicing Shift Whole Loans related to the Trust as of the Closing Date.


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


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


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


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


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


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


(ii)              
with respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, a payment default shall have occurred with
respect to the related Balloon Payment; provided that if (A) the related Mortgagor has provided prior to the related Maturity
Date (i) a fully executed term sheet or refinancing commitment with respect to a refinancing of the related Mortgage Loan or (ii) a




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signed purchase and sale agreement with
respect to a sale of the Mortgaged Property (in each case subject only to typical due diligence and closing conditions and, in the case
of a purchase and sale agreement, such agreement will include a delivery of an acceptable deposit by the purchaser) in a manner consistent
with CMBS market practices and that is satisfactory in form and substance to the Master Servicer or the Special Servicer from an acceptable
lender or purchaser reasonably satisfactory to the Master Servicer or the Special Servicer, which provides that a refinancing of such
Mortgage Loan or Whole Loan or the sale of the related Mortgaged Property will occur within one hundred and twenty (120) days after the
date on which such Balloon Payment will become due (and the Master Servicer shall promptly forward such documentation to the Special Servicer),
(B) the related Mortgagor continues to make its Assumed Scheduled Payment and (C) no other Servicing Transfer Event shall have
occurred with respect to such Mortgage Loan or Serviced Companion Loan, a Servicing Transfer Event will not occur until the earlier of
(1) one hundred twenty (120) days beyond the related Maturity Date and (2)  the date that such refinancing or sale is scheduled
to occur in such documentation as such date may be extended pursuant to the original terms of such documentation; or


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


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


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




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


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


(viii)          
the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, so long as no Control Termination Event
is continuing, with the consent of the Directing Certificateholder), a payment default is imminent or reasonably foreseeable and is not
likely to be cured by the related Mortgagor within 60 days; provided that the Special Servicer will not be permitted to make such judgment
at any time that the Special Servicer is affiliated with the Directing Certificateholder; or


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


(x)              
the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, so long as no Control Termination Event
is continuing, with the consent of the Directing Certificateholder) determines that (a) a default (other than as described in clause (iv)
above) under the Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable, (b) such default will materially
impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or related Companion Loan (if any) or otherwise
materially adversely affect the interests of Certificateholders and the RR Interest Owners (and, with respect to any Serviced Whole Loan,
the interests of the related Serviced Companion Noteholder, as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans, as applicable)), and (c) the default will continue unremedied for the applicable cure period under
the terms of the Mortgage Loan or related Companion Loan, as




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applicable, or, if no cure period is specified
and the default is capable of being cured, for thirty (30) days; provided that such 30-day grace period does not apply to a
default that gives rise to immediate acceleration without application of a Grace Period under the terms of the Mortgage Loan or related
Companion Loan, as applicable; provided that the Special Servicer shall not be permitted to make such judgment at any time that the Special
Servicer is affiliated with the Directing Certificateholder;


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


Notwithstanding anything
to the contrary in this definition of Servicing Transfer Event, no event, circumstance or action that has occurred or will occur with
respect to a COVID Modified Loan (other than an event described in clauses (v), (vi), (vii) or (ix) of this definition) shall constitute
a Servicing Transfer Event under this Agreement, but only if, and for so long as, the related Mortgagor is in compliance with the terms
of the related COVID Modification Agreement.


“Significant Obligor”:
As defined in Section 11.16.


“Significant Obligor
NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar quarter of any calendar
year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date on which
financial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan documents.


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


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


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate (or a Holder of a Definitive Certificate)
holding 100% of the then-outstanding Class F, Class G, Class H, Class J and Class K Certificates; provided,
however, that the Certificate Balances of the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5,
Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates have been retired.


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


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan)
and the Serviced




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Companion Loans, KeyBank National Association,
a national banking association, and its successors in interest and assigns, or any successor special servicer appointed as herein provided
and (ii) any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g),
as applicable and as the context may require. For the avoidance of doubt, all references to the obligations or liabilities of the “Special
Servicer” in this Agreement shall mean the applicable special servicer as provided herein.


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


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on a loan-by-loan
basis, 0.2500% per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan and Companion Loan(s)
(including any REO Loan), as applicable, in the same manner as interest is calculated on the Specially Serviced Loans.


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


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


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


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


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


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


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




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


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


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


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


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


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


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


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


“Subordinate Certificate”:
Any Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificate.


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


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




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


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


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


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


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


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


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


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


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




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“Transfer Restriction
Period”: The period from the Closing Date to the earlier of:


(a)              
the latest of (i) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced
to 33.0% of the aggregate Cut-off Date Principal Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding
principal balance of the Certificates has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance
Certificates as of the Cut-off Date; or (iii) two years after the Closing Date; or


(b)              
in the sole discretion of the Retaining Sponsor, the date that the Risk Retention Rule applicable to a VRR Interest Owner is withdrawn
or repealed in its entirety as it relates to this securitization or the VRR Interest;


provided that the
termination of the Transfer Restriction Period shall not be effective without the written consent of the Retaining Sponsor.


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


“Transferee Affidavit”:
As defined in Section 5.03(o)(ii).


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


“Transferor Letter”:
As defined in Section 5.03(o)(ii).


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Benchmark 2022-B32 Mortgage Trust”.


“Trust-Level Basis”:
With respect to the Operating Advisor’s evaluation of the Special Servicer’s performance of its duties as they relate to the
resolution and/or liquidation of Specially Serviced Mortgage Loans taking into account the Special Servicer’s specific duties under
this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration
by the Operating Advisor of any assessment of compliance report, attestation report, Asset Status Report (during a Control Termination
Event), Final Asset Status Report and other information, in each case delivered to the Operating Advisor by the Special Servicer or made
available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year (together
with any additional information and material reviewed by the Operating Advisor) (other than any communications between the Directing Certificateholder
and the Special Servicer that would be Privileged Information) pursuant to this Agreement.


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time to time
are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the
Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced Companion Noteholder
in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage




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Loans due after the Cut-off Date (or with
respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent
of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced
Whole Loan acquired under the related Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent
of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s
and the Trustee’s rights under the Insurance Policies with respect to the Mortgage Loans required to be maintained pursuant to this
Agreement and any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement
policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all
assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts
on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account. the Interest Reserve Account, the Non-VRR Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such Non-VRR Gain-on-Sale Reserve Account), the VRR Interest Gain-on-Sale
Reserve Account (to the extent of the Trust’s interest in such VRR Interest Gain-on-Sale Reserve Account) and any REO Account
(to the extent of the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental
Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies of the Depositor under each
Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the
VRR REMIC Regular Interests, (xiii) the Interest Deposit Amount and (xiv)= the proceeds of the foregoing (other than any interest
earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such
interest belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset
of the Trust.


“Trust REMIC”:
As defined in the Preliminary Statement hereto.


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest, or any
successor trustee appointed as herein provided.


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as part
of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan or the Stated
Principal Balance of any Companion Loan.


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


“UCC Financing Statement”:
A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


“Underwriters”:
J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Academy Securities,
Inc. and Drexel Hamilton, LLC.




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“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by
the hazard Insurance Policies or flood Insurance Policies required to be maintained pursuant to Section 3.07.


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


“Unliquidated Advance”:
Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder,
on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to subsections (iii)
and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from collections on or
the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


“Unscheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following: (a) all
Principal Prepayments received on the Mortgage Loan on or prior to the related Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds and, if applicable, REO Revenues or otherwise, received with respect
to the Mortgage Loans and any REO Property on or prior to the related Determination Date, but in each case only to the extent that such
principal portion represents a recovery of principal for which no Advance was previously made pursuant to Section 4.03 in
respect of a preceding Distribution Date; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will
be reduced by any Special Servicing Fees, Liquidation Fees, accrued interest on Advances and other additional expenses of the Trust incurred
in connection with the related Mortgage Loan.


“Unsolicited Information”:
As defined in Section 12.01(b)(iii).


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


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained
by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders,
which shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of
Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2022-B32 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2022-B32, and the RR Interest Owners, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury Regulations)
or other entity 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




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purposes, an estate whose income is subject
to United States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20,
1996 that have elected to be treated as U.S. Tax Persons).


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term of this
Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the case of
the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination)
and (ii) in the case of any Principal Balance Certificates and the Class RR Certificates, a percentage equal to the product
of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j)
or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate
Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in
each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal to the aggregate
Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant
to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant
to Section 12.05, taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction
Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates and the Class RR
Certificates, each determined as of the Distribution Date immediately preceding such time. The Voting Rights of any Class of Certificates
shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests. None of the Class R
or Class S Certificates nor the RR Interest shall be entitled to any Voting Rights.


“VRR-A Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by JPMCB. The Initial VRR-A Risk Retention Consultation
Party shall be JPMCB.


“VRR-B Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by CREFI. The Initial VRR-B Risk Retention Consultation
Party shall be CREFI.


“VRR-C Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by GS Bank. The Initial VRR-C Risk Retention Consultation
Party shall be GSMC.


“VRR-D Risk Retention
Consultation Party”: The Risk Retention Consultation Party selected by DBRI. The Initial VRR-D Risk Retention Consultation Party
shall be DBNY.


“VRR Allocation
Percentage”: A fraction, expressed as a percentage, equal to the VRR Percentage divided by the Non-VRR Percentage.




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“VRR Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (i) the VRR Percentage of the Aggregate Available Funds for such
Distribution Date and (ii) the VRR Interest Gain-on-Sale Remittance Amount.


“VRR Interest”:
The RR Interest and/or the Class RR Certificates, as applicable.


“VRR Interest Balance”:
The Certificate Balance of the Class RR Certificates and/or the RR Interest Balance of the RR Interest, as applicable.


“VRR Interest Distribution
Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator
pursuant to Section 3.04(g), which shall be entitled “Computershare Trust Company, National Association, as Certificate Administrator,
for the benefit of the VRR Interest Owners under the Pooling and Servicing Agreement for the Benchmark 2022-B32 Mortgage Trust, Series
2022-B32 – VRR Interest Distribution Account,” and which must be an Eligible Account or a sub-account of an Eligible Account.
The VRR Interest Distribution Account shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor Trust.


“VRR Interest Distribution
Amount”: With respect to the VRR Interest for any Distribution Date, an amount equal to the product of (A) the VRR Allocation
Percentage and (B) the aggregate amount of interest distributed to Non-VRR Certificateholders pursuant to Section 4.01(a)(i),
(iv), (vii), (x), (xiii), (xvi), (xix), (xxii), (xxv), (xxviii) and (xxxi)
on such Distribution Date.


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


“VRR Interest Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the
Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the VRR Interest Owners, which
shall initially be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the VRR Interest Owners under the Pooling and Servicing Agreement for the
Benchmark 2022-B32 Mortgage Trust VRR Interest Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account
or a subaccount of an Eligible Account.


“VRR Interest Owner”:
Any Person who owns the RR Interest or the Class RR Certificates, as identified to the Certificate Administrator in writing. Each of JPMCB
and GS Bank is a RR Interest Owner as of the Closing Date, and each of DBNY (as a Majority-Owned Affiliate of DBRI) and CREFI is a Holder
of the Class RR Certificates as of the Closing Date. Until it receives notice to the contrary in the form of both Exhibit D-3 and
Exhibit D-4 or Exhibit D-5 and Exhibit D-6, as applicable, hereto pursuant to Section 5.03(i), the Certificate
Administrator shall be entitled to rely on the preceding sentence with respect to the identity of the VRR Interest Owners and, thereafter,
the Certificate Administrator shall be entitled to rely on




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the most recent notification in the form of
notice of the new owner and submission of both Exhibit D-3 and Exhibit D-4 or Exhibit D-5 and Exhibit D-6,
as applicable, hereto pursuant to Section 5.03(i) with respect to the identity of the VRR Interest Owners.


“VRR Interest Rate”:
With respect to any Distribution Date, a per annum that equal to the Weighted Average Net Mortgage Rate for such Distribution Date.


“VRR Interest Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the VRR REMIC Regular Interests, (ii) amounts held from
time to time in the VRR Interest Distribution Account that represent distributions of the VRR REMIC Regular Interests, (iii) the VRR Percentage
of any Excess Interest collected on the ARD Loans and allocated to the VRR Interest, and (iv) the VRR Percentage of any amounts held from
time to time in the Excess Interest Distribution Account and allocated to the VRR Interest.


“VRR Percentage”:
As of any date of determination, a fraction, expressed as a percentage, the numerator of which is the aggregate VRR Interest Balance of
the VRR REMIC Regular Interests, and the denominator of which is the aggregate Certificate Balance of all of the Classes of Principal
Balance Certificates and the VRR Interest Balance of the VRR REMIC Regular Interests.


“VRR Principal Distribution
Amount”: With respect to the VRR Interest for any Distribution Date, an amount equal to the product of (A) the VRR Allocation
Percentage and (B) the aggregate amount of principal distributed to the Holders of the Non-VRR Certificates pursuant to Section 4.01(a)(ii),
(v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi), (xxix) and (xxxii)
on such Distribution Date.


“VRR Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the aggregate VRR Interest Balance, after giving effect to
distributions of principal on such Distribution Date, exceeds (ii) the product of (a) the VRR Percentage and (b) the aggregate
Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated Principal Balance for
payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement Amounts pursuant to
Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable
Advances) of the Mortgage Loans and any REO Loans (but in each case, excluding any portion allocable to any related Companion Loan, if
applicable) as of the end of the last day of the related Collection Period.


“VRR Realized Loss
Interest Distribution Amount”: With respect to any Distribution Date and the VRR Interest, an amount equal to the product of
(a) the VRR Allocation Percentage and (b) the aggregate amount of interest on unreimbursed Realized Losses distributed to the holders
of the Non-VRR Certificates according to Section 4.01(a)(iii), (vi), (ix), (xii), (xv), (xviii),
(xxi), (xxiv), (xxvii), (xxx) and (xxxiii) on such Distribution Date.


“VRR REMIC Regular
Interests”: As defined in the Preliminary Statement hereto. The VRR REMIC Regular Interests will be held in the Grantor Trust.


“VRR Retained Prepayment
Premiums and Yield Maintenance Charges”: As defined in Section 4.01(d) of this Agreement.




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“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the Net
Mortgage Rates in effect for each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan (other than the portion of
an REO Loan related to any Companion Loan) as of their respective Due Dates in the month preceding the month in which such Distribution
Date occurs, weighted on the basis of their respective Stated Principal Balances immediately following the Distribution Date (or, if applicable,
the Closing Date) in such preceding month.


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.


“Whole Loan”:
With respect to any Mortgage Loan with a related Companion Loan and/or a related Subordinate Companion, such Mortgage Loan and its related
Companion Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary Statement. With respect to each
Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage
Loan and the related Companion Loan(s).


“Withheld Amounts”:
As defined in Section 3.21(a).


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan
on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then
constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such
Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any,
on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid interest thereon) becomes
an obligation of the related Mortgagor to pay such amount under the terms of the modified loan documents. That any amount constitutes
all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner limit the right of any Person hereunder to determine
in the future that such amount instead constitutes a Nonrecoverable Advance.


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan (except with respect to a Corrected Loan that was a Fee Restricted
Specially Serviced Loan and became a Corrected Loan while it was a Fee Restricted Specially Serviced Loan) in accordance with Section 3.11(c).


“Workout Fee Rate”:
With respect to each Corrected Loan (except with respect to a Corrected Loan that was a Fee Restricted Specially Serviced Loan and became
a Corrected Loan while it was a Fee Restricted Specially Serviced Loan), a fee of 1.00% of each collection (other than Penalty Charges
and Excess Interest) of interest and principal (other than any amount




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for which a Liquidation Fee would be paid),
including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments (other than
those included in clause (i) or (ii) of this definition) at maturity or Anticipated Repayment Date, received on each
Corrected Loan for so long as it remains a Corrected Loan; provided that if such rate would result in an aggregate Workout Fee
of less than $25,000, then the Workout Fee Rate will be equal to such higher rate as would result in an aggregate Workout Fee equal to
$25,000.


“XML”:
Extensible Markup Language.


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context requires,
by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan, calculated, in
whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost interest, including
any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that such Yield Maintenance Charge
may be.


“YM Group”:
YM Group A, YM Group B or YM Group D, as applicable.


“YM Group A”:
Collectively, the Class A Certificates and the Class X-A Certificates.


“YM Group B”:
Collectively, the Class X-B, Class B and Class C Certificates.


“YM Group D”:
Collectively, the Class D, Class E and Class X-D Certificates.


Section 1.02       
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates
and the RR Interest and the rights and obligations of the parties hereto, the following provisions shall apply:


(i)               
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made
on the basis of a 360-day year consisting of twelve 30-day months.


(ii)              
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master
Servicer or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates
and the RR Interest, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in
accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan on which interest accrues.


(iii)              
Any reference to the Certificate Balance of any Class of Principal Balance Certificates or the VRR Interest Balance of the VRR
Interest on or as of a Distribution Date shall refer to the Certificate Balance of such Class of Principal Balance Certificates or the
VRR Interest Balance on such Distribution Date after giving effect to (a) any distributions made on such Distribution Date pursuant
to Section 4.01(a), (b) and (c),




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(b) any Non-VRR Realized Losses
allocated to such Class of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04, and (c) any
recoveries on the related Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal
collections on the related Mortgage Loans, that resulted in a reduction of the Aggregate Principal Distribution Amount, which recoveries
are allocated to such Class of Principal Balance Certificates and the VRR Interest, and added to the Certificate Balance or the VRR Interest
Balance, as applicable, pursuant to Section 4.04(a).


(iv)          
Unless otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a
Mortgage Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan or Serviced Companion Loan, as applicable, or sale of a Defaulted Loan, by the Special Servicer,
the highest of (x) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate
that would be obtainable by the related Mortgagor on similar non-defaulted debt of such Mortgagor as of such date of determination,
(y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion Loan, as applicable, based on its outstanding principal
balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related
Mortgaged Property.


(v)              
Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement
or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to
this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following application
of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, to the Trust
and the related Serviced Pari Passu Companion Loan(s) in accordance with the respective Stated Principal Balances of the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to the Serviced AB Whole Loan, first, to
the related AB Subordinate Companion Loan and then, pro rata and pari passu, by the Trust and the related Serviced Pari
Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of the related Mortgage Loan and Serviced Pari
Passu Companion Loan.




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[End of Article I]


Article II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF

CERTIFICATES; CREATION OF RR INTEREST


Section 2.01       
Conveyance of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish
a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse, for
the benefit of the Certificateholders, the RR Interest Owners and the Trustee (as holder of the Lower-Tier Regular Interests) all the
right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, whether now owned
or existing or hereafter acquired or arising, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 1,
2, 3, 4, 5 (excluding Section 5(d), 5(f) and 5(g)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)), 6(c), 6(d),
6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, (iii) the Intercreditor Agreements,
and (iv) all other assets included or to be included in the Trust Fund (collectively, the “Conveyed Property”).
Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans (in each case, other
than (i) payments of principal and interest due and payable on the Mortgage Loans on or before the Cut-off Date; and (ii) prepayments
of principal collected on or before the Cut-off Date). The transfer of the Mortgage Loans and the related rights and property accomplished
hereby is absolute and, notwithstanding Section 13.07, is intended by the parties to constitute a sale. In connection with
the assignment to the Trustee of Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii)
and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase
Agreements, it is intended that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of
rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10,
11 and 14 in connection therewith.


(b)              
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and
hereby represents and warrants that it has directed, the Mortgage Loan Sellers to the extent provided in the applicable Mortgage Loan
Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters
of credit, the Master Servicer), on or before the Closing Date (or, with respect to the original Mortgage Note related to the Mortgage
Loan identified as “2374-2386 Grand Concourse” on the Mortgage Loan Schedule, on or before the second (2nd) Business
Day immediately following the Closing Date), the Mortgage File for each Mortgage Loan so assigned, with copies to the Master Servicer
(except, in the case of Serviced Mortgage Loans, for letters of credit). If the applicable Mortgage Loan Seller cannot deliver, or cause
to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s delivery
of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or
destroyed and indemnifying the Trustee and the Trust. If the applicable Mortgage Loan Seller




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cannot deliver, or cause to be delivered, as
to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iii), (iv), (vii),
and (ix) of the definition of “Mortgage File” (or, if applicable, a copy thereof) with evidence of filing or recording
thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document
or instrument has been delivered, or will be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the
delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have
been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered
document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable
Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered
to the Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete
copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within
one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after the Closing
Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the
Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith
to obtain from the appropriate public filing office or county recorder’s office such original or photocopy). If the applicable Mortgage
Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iii), (iv), (vii), and (ix) (or, if applicable, a copy thereof)
of the definition of “Mortgage File,” with evidence of filing or recording thereon, for any other reason, including, without
limitation, that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable
Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered
document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File,
if a photocopy of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case
of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the appropriate
county recorder’s office or the applicable title insurance company to be a true and complete copy of the original thereof submitted
for recording) is delivered to the Custodian on or before the Closing Date. Neither the Trustee nor any Custodian shall in any way be
liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence,
the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing or
recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v)
(to the extent not already assigned pursuant to clause (iii)), clause (x) (to the extent not already assigned
pursuant to clause (iii)) or clause (ix) of the definition of “Mortgage File” solely because of the
unavailability of filing or recording information as to any existing document or instrument, such




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Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment
by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the
form of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (in fully complete
and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred-eighty
(180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian shall consent
to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every
ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public
filing office or county recorder’s office the applicable filing or recording information as to the related document or instrument);
and provided, further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject
to clause (e) of the final proviso to the definition of “Mortgage File” herein. If, in accordance with the related
Mortgage Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement, as to any Mortgage Loan, the related
Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii))
or clause (ix) of the definition of “Mortgage File”, such Mortgage Loan Seller may provisionally satisfy the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering
to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent for recording or filing
or (except for recording or filing information not yet available) to be sent for recording or filing; provided that an original
or copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian
as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein to the contrary, with respect to letters
of credit referred to in clause (xii) of the definition of “Mortgage File” and relating to a Serviced Mortgage
Loan, the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer (which letter of credit shall be titled in
the name of, or assigned to, “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2022-B32 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-B32, and the RR Interest Owners”), and a copy to the Custodian or,
if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment
of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may be
required in order for the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms
thereof and/or of the related Mortgage Loan documents) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s)
of credit a copy thereof to the Custodian together with an officer’s certificate of the applicable Mortgage Loan Seller certifying
that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer certifying
that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian on
the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow the Master




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Servicer to draw on such letter of credit on
behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage
Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the
related Mortgage Loan Seller has submitted the originals to the related issuer of such letter of credit for processing) to the Custodian
within thirty (30) days of the Closing Date. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall
pay any costs of assignment or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s)
of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating
a draw under any such letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by
the Master Servicer on behalf of the Trust.


(c)              
Pursuant to each Mortgage Loan Purchase Agreement, except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan
Seller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each assignment
of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments” and, individually,
“Assignment”) relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in
proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the
applicable public filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for
all such Mortgage Loans as provided in Section 2.01(b). Except under the circumstances provided for in the last sentence of
this subsection (c) and except in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller will itself,
or a third party at such Mortgage Loan Seller’s expense will, promptly (and in any event within one hundred twenty (120) days after
the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording
and filing information) cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property
records or UCC Financing Statements, as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that
it (or a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its
designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery
of the same to the Custodian or its designee). Any such Assignment received by the Custodian shall be promptly included in the related
Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be
required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If
any such document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction
in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee
shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage
Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded
or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording
or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation
itself or request that the Custodian pursue such confirmation at the related




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Mortgage Loan Seller’s expense, and upon
such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable
Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices of the
applicable Secretary of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation in the
related Mortgage File. In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the Custodian or
the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller
with a copy of the Assignment and request the preparation of a new Assignment. The related Mortgage Loan Seller shall pay the expenses
for the preparation of replacement Assignments for any Assignments which, having been properly submitted for filing or recording to the
appropriate governmental office by the Custodian, fail to appear of record and must be resubmitted. Notwithstanding the foregoing, there
shall be no requirement to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition
of “Mortgage File,” or to file any UCC-3 to the Trustee referred to in clause (ix) of the definition of “Mortgage
File,” in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage
Loan Seller) acceptable to the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s
interest in the related Mortgage Loan, against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller,
the Master Servicer, the Special Servicer, any Sub-Servicer or the Depositor.


(d)              
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective Mortgagor
from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between
such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan
Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not required
to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing of
each such Mortgage Loan, together with copies of all documents in each Mortgage File, shall be delivered by the Depositor or the applicable
Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date and shall be held by the Master Servicer
on behalf of the Trustee in trust for the benefit of the Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if
applicable, on behalf of the related Companion Holder. Such documents and records shall be any documents and records (with the exception
of any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing File.


(e)              
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to
the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.




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(f)               
 The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within
three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the name of
the applicable Mortgage Loan Seller or any other name, to be transferred to the Master Servicer (or a Sub-Servicer) for deposit into
Servicing Accounts.


(g)              
With respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee will be required to provide
any such required notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master
Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort letter), and the
Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if
necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter).


(h)              
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller
shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Intralinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty (60)
days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via email to each of the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder, the
Asset Representations Reviewer and the Operating Advisor at the email addresses set forth in this Agreement) an officer’s certificate
to the address set forth in Section 13.05, signed by the applicable Mortgage Loan Seller certifying that the electronic copies
of the documents and information uploaded to the Intralinks Site constitute all documents and information required under the definition
of “Diligence File” (the “Diligence File Certification”), which shall be organized and categorized in accordance
with the electronic file structure reasonably agreed to by the Depositor and the related Mortgage Loan Seller, and shall provide the Master
Servicer and Special Servicer with access to the Intralinks Site.


(i)                
Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection
with a Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this
Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the
related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related
Non-Serviced PSA, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan
prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance with this
Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization Date, (2) no letter of credit need be amended
(including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related Servicing Shift Securitization
Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) 180 days following the Closing Date,
and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such Servicing Shift Securitization




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Date in which case such amendment shall be
effected in accordance with the terms of this Section 2.01, and (3) on and following such Servicing Shift Securitization Date,
the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled
to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage
Loan documents relating to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing
Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised,
required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to such Servicing Shift
Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the
event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of
instruments of assignment in the name of the related Other Trustee or related Non-Serviced Custodian, (d) if the right under clause (c)
is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded,
and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the
transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the definition
of “Mortgage File” for such Servicing Shift Whole Loan to the related Other Servicer.


(j)                
On or before the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible Format and Excel format,
the Initial Schedule AL Additional File in EDGAR-Compatible Format and Excel format and Annex A-1 to the Prospectus in EDGAR-Compatible
Format and Excel format to the Master Servicer at NoticeAdmin@midlandls.com.


(k)              
Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each of the
applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited
to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With respect to a Joint
Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the related Mortgage File or
any document required to be delivered with respect thereto shall be joint and several, provided that either of the applicable Mortgage
Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with respect to such Mortgage Loan hereunder
and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage Loan Sellers.


Section 2.02       
Acceptance by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of
any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with
respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or a Custodian
on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan Sellers
that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders, and (b) that
it holds and will hold such other assets included in the Trust Fund, in trust for the




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exclusive use and benefit of all present and
future Certificateholders and the RR Interest Owners, with respect to any original document in the Mortgage File for a Serviced Whole
Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as
applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller
may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed
to have satisfied the document delivery requirements of Section 2.01 and of this Section 2.02.


(b)              
Within sixty (60) days of the Closing Date, the Custodian shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files and, promptly following such review (but in no event later than sixty (60)
days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Rating
Agencies, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination
Event shall have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan), the Trustee, the Certificate
Administrator, the Asset Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any
exception report annexed to such writing (the “Custodial Exception Report”), (i) subject to the final proviso
of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i)
through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii),
a copy of such letter of credit and the required Officer’s Certificate), if any, of the definition of “Mortgage File”,
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers
have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan, and
(iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with
respect to the items specified in clauses (e), (f) and (h) in the definition of “Mortgage Loan Schedule”
is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such
Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the related Mortgage
Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by the related
Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing office or the recorder’s office).


(c)              
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the applicable
Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which
a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to such writing)
that, (i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof,
all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents delivered
or caused to be delivered by the Mortgage Loan Sellers




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have been reviewed by the Custodian and appear
regular on their face and appear to be executed and relate to such Mortgage Loan and (iii) based on such examination and only as
to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (e),
(f) and (h) in the definition of “Mortgage Loan Schedule” is correct.


(d)              
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case
of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii) and
(ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related
documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the
related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and, with respect to any other Mortgage Loan,
only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing
Standard, after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu
of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a
segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of
the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit
in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until
the date on which the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or the related Mortgage
Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related
Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable)
as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller.
Notwithstanding the two immediately preceding sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the
Certificate Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect
to which such Material Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies
under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan,
establishing the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing
obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance
with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 6 of the related Mortgage
Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage
Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it is
attempting to recover the document from the applicable filing or recording office and provides an officer’s certificate setting
forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution,
upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter of credit
to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary, draw on
the letter of credit and deposit the




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proceeds of such draw, into the Collection
Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds
or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b).
All such funds deposited in the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit of
the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which,
together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income
tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


(e)              
It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether
any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of
“Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless
identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments, certificates
or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient
to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they are other than what
they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition of the “Mortgage
File”, whether the insurance is effective as of the date of the recordation, whether all endorsements or riders issued are included
in the file or if the policy has not been issued whether any acceptable replacement document has been dated the date of the related Mortgage
Loan funding. Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary
or copies of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may
assume, for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02 that the
related Mortgage File should include one state level UCC Financing Statement filing for each Mortgaged Property (or with respect to any
Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement was filed as a
fixture filing, that the related Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property
(or with respect to any Mortgage Loan that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are
named as debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust
will be delivered on the new national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction)
and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing
Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current laws.


(f)               
If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File that is required to be delivered by the applicable Mortgage Loan Seller (1) not to have been properly executed,
(2) subject to the timing requirements of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to
contain information that does not conform in any material respect with the




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corresponding information set forth in the
Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect” in the related Mortgage File), the
Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Directing Certificateholder, the applicable Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date
and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial Exception Report setting forth for each
affected Mortgage Loan, with particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage
Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage
Loan Seller but are out for recording or filing and have not been returned by the recorder’s office or filing office).


Pursuant to the related Mortgage
Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable Mortgage Loan
Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment and recordation of all such Mortgage
Loan documents has been completed.


(g)              
If the Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request from any Person for
a Mortgage Loan Seller to repurchase a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request, a “15Ga-1
Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it receives such 15Ga-1 Repurchase
Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase Request); or (ii) receives
any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase
Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special Servicer by another party hereto), then the
Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup” hard copy of such
notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1
Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the case of
a rejection by such Mortgage Loan Seller) and the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s
receipt thereof.


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


A Repurchase Request Recipient
shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney work
product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to this Section 2.02(g)
is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates to comply with Rule 15Ga-1
under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no
action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.02(g)
by a Repurchase Request Recipient, shall




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be deemed to constitute a waiver or defense
to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage Loan Purchase Agreement,
including with respect to any Repurchase Request that is the subject of a 15Ga-1 Notice.


In the event that the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase
Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Master Servicer, if relating
to a Non-Specially Serviced Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include
the following statement in the related correspondence: “This is a ‘Repurchase Request’ under Section 2.02
of the Pooling and Servicing Agreement relating to the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 requiring action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such Repurchase
Request by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient
in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with
respect to such Repurchase Request. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other
than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.


If the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice or has knowledge
of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given, and such notice was not
received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice of such withdrawal or rejection
to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of
a withdrawal notice, to the applicable Mortgage Loan Seller.


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer (with respect to Non-Specially
Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase
or replacement.


Section 2.03       
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage
Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby represents
and warrants that:


(i)               
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and
the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and
has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but
not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement;




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(ii)              
 Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of
the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor
in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);


(iii)            
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict
with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor or
any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable to
the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially
and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement; the Depositor has obtained
any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance
by the Depositor of this Agreement;


(iv)            
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor in any
court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the
Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


(v)             
The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust, and the
Mortgage Loans have been validly transferred to the Trust.


(b)              
After its receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced Loan)
or the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing that the
applicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan Seller’s discovery
of any Material Defect, (ii) such Mortgage Loan
Seller’s receipt of notice of any Material Defect from any party to this Agreement or (iii) in the case of a Material Defect
relating to a Mortgage Loan not being a Qualified Mortgage, the earlier of (x) the discovery of any Material Defect by any party
to this Agreement or (y) receipt of a notice of any Material Defect by the applicable Mortgage Loan Seller (such 90-day period, the
“Initial Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s
own expense, including reimbursement of any related reasonable additional expenses of the Trust reasonably incurred by any party to this
Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage
Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price
and in conformity with the applicable Mortgage




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Loan Purchase Agreement and this Agreement
or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) for such affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller
Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable) (provided that in no event shall any
such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Collection
Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement; provided, however, that except with respect to a Material Defect resulting solely from the failure by
the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant
to clause (viii) of the definition of “Mortgage File” by a date not later than eighteen (18) months following
the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period,
the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial
Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing
such cure, to repurchase the related Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan
Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute
Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided, further,
that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate
to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information
Provider), the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and (with respect to any
Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder,
setting forth the reason such Material Defect is not capable of being cured within the Initial Cure Period and what actions the applicable
Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates
that such Material Defect will be cured within the Extended Cure Period. Notwithstanding the foregoing, any Defect or Breach which causes
any Mortgage Loan not to be a Qualified Mortgage shall be deemed to materially and adversely affect the interests of Certificateholders
therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period)
such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding sentence.
If the affected Mortgage Loan is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage
Loan Seller (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) are to be remitted
by wire transfer to the Master Servicer for deposit into the Collection Account.


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment pursuant
to an agreement or a settlement between the applicable Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially Serviced
Loans) or the Special Servicer (in the case of Specially Serviced Loans) on behalf of the Trust (and, with respect to any Mortgage Loan
other than an Excluded Loan or a Servicing Shift Mortgage Loan, with the consent of the Directing




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Certificateholder if no Control Termination
Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage
Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with
Section 3.05(g) of this Agreement. The Special Servicer shall determine the amount of any applicable Loss of Value Payment
(with the consent of the Directing Certificateholder in respect of any Mortgage Loan that is not an Excluded Loan and for so long as no
Control Termination Event has occurred and is continuing) and, in the case of any PSA Party Repurchase Request with respect to Non-Specially
Serviced Loans prior to the occurrence of a Resolution Failure, shall communicate such amount to the Master Servicer for its enforcement
action with the applicable Mortgage Loan Seller. In connection with any such determination with respect to any Non-Specially Serviced
Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event within the time frame and in the manner provided
in Section 3.19, with the Servicing File and all information, documents and records (including records stored electronically
on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced
Companion Loan(s), either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably
requested by the Special Servicer to the extent set forth in Section 3.19 in order to permit the Special Servicer to calculate
the Loss of Value Payment as set forth in this Section 2.03(b). The Loss of Value Payment shall include the portion of any
Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable expenses
of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is made, the
Loss of Value Payment shall serve as the sole remedy available to the Certificateholders, the RR Interest Owners and the Trustee on their
behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect
or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended
to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Master Servicer or the Special Servicer,
as applicable, on behalf of the Trust, provided that (i) prior to any such agreement or settlement, nothing in this paragraph
shall preclude the Mortgage Loan Seller or the Master Servicer or the Special Servicer, as applicable, from exercising any of its rights
related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03
(excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan); (ii) such Loss of Value
Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a
Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


With respect to any Non-Serviced
Mortgage Loan, if a “material document defect” under, and as such term or any analogous term is defined in, the related Non-Serviced
PSA exists with respect to the related Non-Serviced Companion Loan, and if the applicable Mortgage Loan Seller (or other responsibly party)
repurchases the Non-Serviced Companion Loan from the related Non-Serviced Trust, then the related Mortgage Loan Seller shall promptly
repurchase such Non-Serviced Mortgage Loan at the applicable Purchase Price; provided, however, that the foregoing shall
not apply to any “material document defect” related to the promissory note for the related Non-Serviced Companion Loan.




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If any Breach pertains to a representation
or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the related Mortgagor to bear the
costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then the related Mortgage Loan
Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer
of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been
reimbursed by the related Mortgagor and (ii) the amount of any fees and reimbursable expenses of the Asset Representations Reviewer
attributable to the Asset Review of such Mortgage Loan; provided, however, that if the Breach relates to a Joint Mortgage
Loan, each applicable Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller Percentage Interest of all such costs and
expenses unless such Breach relates solely to the Mortgage Note contributed by such Mortgage Loan Seller; provided, further,
however, in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either
repurchase or substitute for the related Mortgage Loan as provided above or pay such costs and expenses. Except as provided in the proviso
to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its
making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any
fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the related Mortgagor,
the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor
shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with respect to each Qualified Substitute Mortgage
Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being
repurchased or replaced after the related Cut-off Date and received by the Master Servicer or the Special Servicer on behalf of the
Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund. Periodic Payments due with respect
to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments
due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf
of the Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master
Servicer (or by the Special Servicer to the Master Servicer who shall then remit such funds) to the applicable Mortgage Loan Seller effecting
the related repurchase or substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the related
Mortgage Loan Purchase Agreement, no delay in the discovery of a Material Defect shall relieve the applicable Mortgage Loan Seller of
its obligation to repurchase if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II
unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice
as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge
of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect
does not relate to the applicable Mortgage Loan not being a Qualified Mortgage, and (iv) such delay or failure to provide notice precludes
such Mortgage Loan Seller from curing such Material Defect.




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Notwithstanding the foregoing, if a Mortgage
Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility,
nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then the failure to
deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage Loan,
the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage Loan, the
applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released pursuant to the terms
of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the
remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the related Mortgage
Loan Seller provides an Opinion of Counsel to the effect that such release in lieu of repurchase would not cause an Adverse REMIC Event
and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


(c)              
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and
further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage
File to be deemed to have a “Defect” that constitutes a Material Defect: (a) the absence from the Mortgage File of the
original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage
Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that appears
to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon
or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for
recordation; (c) the absence from the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage
File”; (d) the absence from the Mortgage File of any intervening assignments required to create a complete chain of assignments
to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of
recording thereon or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original
intervening assignments were sent for filing or recordation, as applicable; (e) the absence from the Mortgage File of any required
letter of credit (except as permitted under Section 2.01(b)); or (f) with respect to any related leasehold Mortgage Loan,
the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided, however,
that no Defect (except the Defects previously described in subclauses (a) through (f) of this Section 2.03(c))
shall be considered to materially and adversely affect the value of the related Mortgage Loan, the value of the related Mortgaged Property
or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection
with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted
by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral
securing the related Mortgage Loan or for any immediate significant servicing obligation; provided, further, that no Defect
relating to any Non-Serviced Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c)
shall be considered to




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materially and adversely affect the value of
such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the related
Mortgage Loan Seller, after receipt of notice of such Defect, fails to produce a copy of the document with respect to which the Defect
exists within a reasonable period after receiving such notice or otherwise establish that the original or copy, as applicable, of such
document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced
PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title
insurance policy, as provided in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery
of the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File if
such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing,
to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related
Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above
of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian
subsequently loses a document, the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against
a Mortgage Loan Seller pursuant to Section 6(e) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03
and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01 hereof.


(d)              
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer
shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator, the Custodian,
the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase
or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by each of the Trustee,
the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other than attorney-client communications
that are privileged communications), and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the
Trustee shall be endorsed or assigned, as the case may be, to the applicable Mortgage Loan Seller in the same manner as provided in Section 6
of the related Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as to vest
in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan (including property acquired
in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.


(e)              
Section 6(e) of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
and the RR Interest Owners (subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on
behalf of the Certificateholders, the Master Servicer or the Special Servicer with respect to any Material Defect.


(f)               
The Enforcing Servicer shall, for the benefit of the Certificateholders, the RR Interest Owners and the Trustee (as holder of the
Lower-Tier Regular Interests), enforce the




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obligations of the applicable Mortgage Loan
Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement, including, without limitation, the legal prosecution of
claims, if any, shall be carried out in accordance with the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect
to the enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall,
to the extent not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided
for herein. The Enforcing Servicer shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery,
if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii)
herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the
conclusion of such enforcement action it is determined that the amounts described in clauses first and second are insufficient,
then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on deposit in the Collection
Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the related
Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


(g)              
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which
also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right,
and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses from
the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section 2.03(g)
shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicer and
the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan including, without limitation,
the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees owed to the Special
Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate Administrator, the Trust, the Master Servicer or the Special
Servicer allocable to such Mortgage Loan. The Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, shall
use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but
taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided, however,
that the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, determines in the exercise of its sole discretion
consistent with the Servicing Standard that such actions by it will not impair the Master Servicer’s and/or the Special Servicer’s
collection or recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable
to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms
of this Agreement; provided, further, that the Master Servicer or, with respect to a Specially Serviced Loan, the Special
Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the
Servicing Standard.


(h)              
If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the related
Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable




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Material Defect shall be deemed to constitute
a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of this paragraph, and
the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying Loan(s) in the related
Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans satisfy the Crossed
Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy
the aforementioned criteria, the applicable Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed
Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans
in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral or letters of credit securing the Crossed Underlying
Loans shall be allocated among the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents or otherwise
on a pro rata basis based upon their outstanding Stated Principal Balances. Except as provided in this Section 2.03(h)
and Section 2.03(i), all other terms of the related Mortgage Loans shall remain in full force and effect without any modification
thereof.


(i)                
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be repurchased
pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage, this
Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection
with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s expense)
to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release,
the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to the Mortgage prepared and
executed in connection with such partial release.


(j)                
With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or
substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while
the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan
Seller and the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as assignee
of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the
other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing its respective
related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee,
so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral.
If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its remedies with respect
to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage
Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant
Mortgage Loan can be modified in a manner that complies with the related Mortgage




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Loan Purchase Agreement to remove the threat
of material impairment as a result of the exercise of remedies.


(k)              
(i)  In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor)
that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to
such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such
party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer. The Master Servicer
or the Special Servicer, as applicable, shall then promptly forward it to the related Mortgage Loan Seller and each other party to this
Agreement and take the actions required under Section 2.03(b). Subject to Section 2.03(l), the Enforcing Servicer
shall be the Enforcing Party with respect to a Certificateholder Repurchase Request.


(ii)              
In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating
Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage Loan, that party
shall deliver prompt written notice of such Material Defect to each other party to this Agreement identifying the applicable Mortgage
Loan and setting forth the basis for such allegation (an “PSA Party Repurchase Request” and, either a Certificateholder
Repurchase Request or a PSA Party Repurchase Request, the “Repurchase Request”) and the Enforcing Servicer will be
required to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller. Prior to the occurrence of a Resolution
Failure, the Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan
Seller with respect to a PSA Party Repurchase Request. If a Resolution Failure occurs with respect to a PSA Party Repurchase Request,
the provisions described below under Section 2.03(l) shall apply.


(iii)             
In the event the Repurchase Request is not Resolved within 180 days after the applicable Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related
Mortgage Loan Seller.


(l)                
(i)  Within two (2) Business Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request made
by any party other than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other than the Directing
Certificateholder or a Controlling Class Certificateholder, in each case, related to a Non-Specially Serviced Loan, the Master Servicer
shall send a written notice (a “Master Servicer Proposed Course of Action Notice”) to the Special Servicer, indicating
the Master Servicer’s analysis and recommended course of action with respect to such PSA Party Repurchase Request. The Master Servicer
will also be required to deliver to the Special Servicer the Servicing File and all information, documents and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially Serviced Loan and, if applicable,
the related Serviced Companion Loan(s), either in the Master Servicer’s possession




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or otherwise reasonably available to the Master
Servicer, and reasonably requested by the Special Servicer to the extent set forth in Section 3.19. Upon receipt of such Master
Servicer Proposed Course of Action Notice and such Servicing File and other material, the Special Servicer shall become the Enforcing
Servicer with respect to such PSA Party Repurchase Request.


After a Resolution
Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was initiated by an Initial
Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed Course
of Action Notice”) to the Initial Requesting Certificateholder, if any, at the address specified in the Initial Requesting Certificateholder’s
Repurchase Request, and to the Certificate Administrator. The Certificate Administrator will be required to make the Proposed Course of
Action Notice available to all other Certificateholders, the RR Interest Owners and Certificate Owners (by posting such notice on the
Certificate Administrator’s Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request (the “Proposed Course of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer may
(but shall not be obligated to) consult with the Special Servicer and (for so long as no Consultation Termination Event has occurred)
the Directing Certificateholder regarding any Proposed Course of Action.


Such Proposed Course
of Action Notice shall include:


(a)       a
request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action, by clearly marking “agree”
or “disagree” to the Proposed Course of Action on such notice within thirty (30) days of the date after such notice and a
disclaimer that responses received after such 30-day period will not be taken into consideration,


(b)       a
statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall be compelled
to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing
Party) the course of action agreed to and/or proposed by the majority of the responding Certificateholders that involves referring the
matter to mediation or arbitration, as the case may be, in accordance with the procedures described below relating to the delivery of
Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election Notices,


(c)       a
statement that the responding Certificateholders will be required to certify their holdings in connection with such response,


(d)       a
statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action will be
taken into consideration and




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(e)       instructions
for the responding Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator.


Within three (3)
Business Days after the expiration of the 30-day response period, the Certificate Administrator shall tabulate the responses received
from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses
timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying
language shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with
the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from the Certificateholders
regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection
with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’ responses of “agree”
or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation
on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s
tabulation of the majority of the responding Certificateholders. If (a) the Enforcing Servicer’s intended course of action
with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable Mortgage Loan
Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or
Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or
(b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable
Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder
or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting
Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice
(a “Preliminary Dispute Resolution Election Notice”) within thirty (30) days from the date the Proposed Course of Action
Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating
its intent to exercise its right to refer the matter to either mediation (including nonbinding arbitration) or arbitration. In the event
that (a) the Enforcing Servicer’s initial Proposed Course of Action indicated a recommendation to undertake mediation (including
nonbinding arbitration) or arbitration, (b) any Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election
Notice and (c) the Enforcing Servicer also received responses from other Certificateholders or Certificate Owners supporting the Enforcing
Servicer’s initial Proposed Course of Action, such additional responses from other Certificateholders or Certificate Owners shall
also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes of determining
the course of action approved by the majority of responding Certificateholders.


(ii)              
If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate




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Owner shall have the right to refer the
Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party entitled to determine a course of action,
including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or
consultation rights of the Directing Certificateholder pursuant to Section 6.08.


For the avoidance
of doubt, no party other than the Enforcing Servicer shall be obligated or entitled to exercise such rights.


(iii)             
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from
(a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses
(a) and (b), a “Requesting Certificateholder”; provided that a Holder of the Class RR Certificates
may not be a Requesting Certificateholder), the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such
Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute
resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting
Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute
resolution methods, such discussions to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off
Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be in accordance
with the Servicing Standard relating to the timing and extent of such consultations. No later than five (5) Business Days after completion
of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating
its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election
Notice”).


(iv)             
If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under
this Agreement to determine a course of action, including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase
Request and no Certificateholder, RR Interest Owner or Certificate Owner shall have any further right to elect to refer the matter to
mediation or arbitration.


(v)              
If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration)
or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice,
then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority of the
Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration.
If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within thirty
(30) days




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after delivery of its Final Dispute Resolution
Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall
terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration,
(ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the
Repurchase Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage
Loan Purchase Agreement; provided, however, that such Material Defect shall not be deemed waived with respect a Requesting
Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change
in the facts and circumstances known to such party or that should have been known to such party with the exercise of reasonable diligence
at the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website and (iii) if the
Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then
the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to determine a course of
action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


For the avoidance
of doubt, no party other than the Enforcing Servicer shall be obligated or entitled to exercise such rights.


(vi)            
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not
apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to
the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders
and the RR Interest Owners to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute
of limitations.


(vii)           
In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall
remain a party to any proceedings against the related Mortgage Loan Seller as further described below.


(viii)         
For the avoidance of doubt, neither the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan nor any of
their respective Affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder, to act
as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Election Notice or Final Dispute Election Resolution
Notice or otherwise to vote Certificates owned by it or such Affiliates with respect to a course of action proposed or undertaken pursuant
to the procedures described under this Section 2.03(l).


(m)            
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


(i)               
The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan
Seller within 30 days of written




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notice of the Enforcing Party’s
selection of mediation (such provider, the “Mediation Services Provider”) in accordance with published mediation procedures
(the “Mediation Rules”) promulgated by the Mediation Services Provider.


(ii)              
The mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and either
commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and who will
be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at least ten potential
mediators by the Mediation Services Provider, each party will have the right to exercise two peremptory challenges within fourteen (14)
days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider shall select the mediator from
the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.


(iii)             
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within ten
(10) Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


(iv)            
The expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing
Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


(n)              
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


(i)               
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within 30 days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration
Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated
by the Arbitration Services Provider.


(ii)              
The arbitrator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation and
either commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions and
who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at least
ten potential arbitrators by the Arbitration Services Provider, each party will have the right to exercise two peremptory challenges within
fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select
the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.


(iii)             
Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.




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(iv)            
 After consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the
goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule,
hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure
for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing motions), and
shall do so by reasoned decision on the motion of any party to the arbitration.


(v)              
Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to
the arbitration shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and
in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably
and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions
(excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability
to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
additional discovery is reasonable and necessary.


(vi)             
The arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase
Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements.
The arbitrator shall not have the power to award punitive damages or consequential damages in any arbitration conducted by them. Interest
on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final
determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any
record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to the
arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned decision
in writing and counterpart copies shall be promptly delivered to the parties. The final determination of the arbitrator shall be final
and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be enforced
in any court of competent jurisdiction.


(vii)           
By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


(viii)          
No person may bring a putative or certified class action to arbitration.




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(o)              
 The following provisions shall apply to both mediation and third-party arbitration:


(i)               
Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


(ii)              
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party
in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision
of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject matter jurisdiction,
or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York for the County of New York.
The arbitration proceedings shall not be stayed unless so ordered by the court.


(iii)             
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course
of the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible for any
purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this
Section 2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared with any third party
(other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection
with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court
order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental
regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and
shall provide the other party with a reasonable opportunity to object to the production of its confidential information.


(iv)             
In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case
may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any
arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party. All
amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection
Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation,
neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated to the
Requesting Certificateholder.




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(v)              
 In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation
proceedings.


(vi)            
The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be
permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request
and the dispute resolution identified in connection with such procedures; provided, however, that (A) the Certificateholders
and the RR Interest Owners shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.06, (B) to the extent that the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1
Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the information
required pursuant to Section 2.02 and (C) the applicable Mortgage Loan Seller shall be permitted to disclose information
related to the Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation
AB.


(vii)          
For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect
to a Mortgage Loan or the exercise of any rights of a Directing Certificateholder.


(viii)          
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be
reimbursable as Trust Fund expenses.


(p)              
Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable
Mortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage Loan shall be
limited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage
Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect
to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures the Material
Defect with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


Section 2.04       
Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it
of the Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of
all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery, and
in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier




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REMIC, receipt of which is hereby acknowledged,
(i) the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the
Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges
the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC; and (iv) immediately thereafter,
in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the Certificate Administrator to issue the
Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to authenticate and to
deliver to or upon the order of the Depositor, the Regular Certificates, the VRR REMIC Regular Interests, the Class S Certificates and
the Class R Certificates, and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized
Denominations and the RR Interest evidencing the entire beneficial ownership of the Upper-Tier REMIC (and, in the case of the
Class R Certificates, the Class LR Interest and the Class UR Interest).


The Depositor, as of the
Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title
and interest of the Depositor in and to the VRR REMIC Regular Interests, the Excess Interest and any other property constituting the Grantor
Trust to the Trustee for the benefit of the Holders of the Grantor Trust Certificates. The Trustee (i) acknowledges the assignment to
it of the VRR Interest Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets, (ii) declares that it holds and will
hold such VRR Interest Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets in trust for the exclusive use and
benefit of all present and future Holders of the Grantor Trust Certificates, and (iii) has caused to be executed and caused to be authenticated
and delivered to or upon the order of the Depositor, in exchange for the VRR Interest Specific Grantor Trust Assets and the Class S Specific
Grantor Trust Assets, and the Depositor hereby acknowledges the receipt by it or its designees of, the Grantor Trust Certificates in authorized
Denominations.


Section 2.05       
Creation of the Grantor Trust. The portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets and
the VRR Interest Specific Grantor Trust Assets, shall be treated as a trust the beneficiaries of which are treated as the “owners”
of such assets under subpart E, part I of subchapter J of the Code.


[End of Article II]


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


Section 3.01       
The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans,
the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and Special Servicer shall diligently service
and administer the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loans and the applicable
REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated to service in accordance with applicable
law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in




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the best interests of and for the benefit of
the Certificateholders and the RR Interest Owners and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee
(as holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu nature
of such Companion Loans, as applicable (as determined by the Master Servicer or Special Servicer, as the case may be, in its reasonable
judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan or any Mortgage
Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable,
the related Companion Loan(s), taking into account the subordinate or pari passu nature of the Companion Loan(s), as applicable.
With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the
related Intercreditor Agreement shall control; provided that in no event shall the Master Servicer or the Special Servicer, as
the case may be, take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause
the Master Servicer or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent
consistent with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same
manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the
case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence
and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans
owned by the Master Servicer or the Special Servicer, as the case may be, with a view to (A) the timely recovery of all payments
of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an
REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans and any related Serviced
Companion Loans, and the best interests of the Trust and the Certificateholders and the RR Interest Owners (as a collective whole as if
such Certificateholders and the RR Interest Owners constituted a single lender) (and in the case of any Whole Loan, the best interests
of the Trust, the Certificateholders, the RR Interest Owners and any related Companion Holder (as a collective whole as if such Certificateholders,
the RR Interest Owners and the holder or holders of the related Companion Loan(s) constituted a single lender), taking into account the
subordinate or pari passu nature of the related Companion Loan(s), as applicable), as determined by the Master Servicer or the
Special Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards
of practice of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without
regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate
of the Master Servicer or the Special Servicer may have with any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller
or any other parties to this Agreement; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt
relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer,
as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer’s
or the Special Servicer’s, as the case may be, or any of its Affiliates to receive compensation for its services and reimbursement
for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or




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management for others of (a) any Non-Serviced
Mortgage Loan and any Non-Serviced Companion Loan or (b) any other mortgage loans, subordinate debt, mezzanine loans or properties not
covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates;
(vi) any debt that the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any
Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase
any Mortgage Loan or the related Companion Loan(s) the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates,
may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase
or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one of their respective
Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).


The Master Servicer and the
Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding the Non-Serviced
Mortgage Loans pursuant to their obligations under this Agreement.


Without limiting the foregoing,
subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer Event has occurred
and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with respect to Non-Specially
Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than the Non-Serviced Mortgaged Properties);
provided that the Master Servicer shall continue to receive payments and make all calculations, and prepare, or cause to be prepared,
all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the
Special Servicer, as if no Servicing Transfer Event had occurred and with respect to the REO Properties (and the related REO Loans) as
if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are
specifically provided for herein; provided, further, however, that the Master Servicer shall not be liable for failure
to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to
the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its obligations hereunder.
The Master Servicer, in its capacity as Master Servicer, shall not have any responsibility for the performance by the Special Servicer,
in its capacity as Special Servicer, of its duties under this Agreement. The Special Servicer, in its capacity as Special Servicer, shall
not have any responsibility for the performance by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement.
Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction
of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any Major
Decision by the Special Servicer in accordance with the terms of this Agreement and (ii)  Section 3.19, the Master Servicer
shall be obligated to service and administer any Non-Specially Serviced Loan or related Serviced Companion Loan. The Special Servicer
shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements and
rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced
Loans in accordance with Section 3.12. After notification to the Master Servicer, the Special Servicer may contact the




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Mortgagor of any Non-Specially Serviced
Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed
as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments
on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits provided
by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing Fees or
the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance by the Master Servicer
or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and the RR Interest Owners and not as
credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans or any related
Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for
the reason that any recovery to the Certificateholders and the RR Interest Owners in respect of a Mortgage Loan at any time after a determination
of present value recovery is less than the amount reflected in such determination.


(b)              
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and
applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in the case of
the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to be done any and all
things in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable. Without
limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own name (or in the name of the
Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and
deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder),
the RR Interest Owners and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan, it
is obligated to service under this Agreement: (i) any and all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on
the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such financing statements,
continuation statements and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other
security document in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08,
3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained
in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any or
all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative
capacities (except as set forth below in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special
Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing
any reports required




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to be provided to them pursuant to the related
Mortgage Loan documents. Subject to Section 3.10, the Trustee shall upon request, furnish, or cause to be furnished, to the
Master Servicer or the Special Servicer any powers of attorney in the form of Exhibit R attached hereto (or such other form as
mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents necessary or appropriate
to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder;
provided, however, that the Trustee shall not be held responsible or liable for any acts of the Master Servicer or the Special
Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer.
Notwithstanding anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not,
without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited
by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the
manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as applicable, shall then provide
five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time
period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with
the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent
or indicate the Master Servicer’s or Special Servicer’s, as applicable, representative capacity)) or (ii) take any action
with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any state.


(c)              
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires Rating Agency Confirmation
from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such Rating Agency
Confirmation to be borne by the related Mortgagor. To the extent the terms of the related Mortgage Loan documents or Companion Loan documents
(including any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), the Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor.
To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement)
are silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be




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considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the
Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible
for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


(d)              
The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the
parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


(e)              
The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


(f)               
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after
the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage
Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified
as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b))
for the benefit of the Certificateholders and the RR Interest Owners and any related Companion Holders shall be the beneficiary under
each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified
as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee, that any notices of default
under such Ground Lease that are required to be delivered to the leasehold mortgagee pursuant to the terms of such Ground Lease shall
be delivered to the Master Servicer (who shall forward such notices to the Special Servicer) and that the Master Servicer or the Special
Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders and the RR Interest Owners. If a letter of
credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter
of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall cooperate with the
reasonable requests of the Master Servicer or Special Servicer in connection with making a draw under such letter of credit. If the Mortgage
Loan documents do not require the related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the
related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under
the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses
relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the Master
Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give
the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay
such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of
any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer shall
have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.




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(g)              
 Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an
Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included
in the Trust Fund.


(h)              
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor
Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related Companion Holder to or for
the benefit of the Trust or any party hereto, or payable to the related Companion Holder, in accordance with the related Intercreditor
Agreement remain due and owing.


(i)                
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced
Whole Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special
Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any such Intercreditor
Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust Fund expense
or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced Pari Passu Whole Loan, pro rata
and pari passu, by the Trust and the related Serviced Pari Passu Companion Loan(s), in accordance with the respective Stated Principal
Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to any Serviced
AB Whole Loan, first, by the related AB Subordinate Companion Loan and then, pro rata and pari passu, by the
Trust and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of the
related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s).


(j)                
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the
related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect
to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master Servicer
nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other than pursuant
to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with a
legal claim or action resulting from an action or inaction taken or not taken while the related Serviced Mortgage Loan was part of the
Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced
Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have no obligation
to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, further,
however, that if, in the case of any Serviced Whole Loan, the related Serviced Companion Loans continue to be included in Other




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Securitizations, then for so long as a separate
servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the
related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of
determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance
that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances made by any Other
Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections on the related Serviced
Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by the Master Servicer, reimburse
the Other Servicer for such Servicing Advances in the same manner and on the same level of priority as if such Servicing Advances had
been made by the Master Servicer hereunder.


(k)              
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor
Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under
the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under
the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


(l)                
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced
Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage
Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced
Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such agreement
and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification
or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


(m)            
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The
Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related




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Serviced Mortgage Loan) under the related Intercreditor
Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement, the provisions of the related
Intercreditor Agreement shall control.


(n)              
Subject to Section 11.15 of this Agreement, in connection with the securitization of any of the Serviced Pari Passu
Companion Loans, each of the Master Servicer, the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and
the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the
related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines
to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


Section 3.02       
Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the Special Servicer shall make reasonable
efforts consistent with the Servicing Standard to collect all payments called for under the terms and provisions of the Mortgage Loans
and the Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as are consistent with this
Agreement (including, without limitation, the Servicing Standard); provided that with respect to each Mortgage Loan that has an
Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents,
the Master Servicer and the Special Servicer shall not take any enforcement action with respect to the failure of the related Mortgagor
to make any payment of Excess Interest, other than requests for collection, until the Maturity Date of the related Mortgage Loan or until
the outstanding principal balance of such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid
in full); provided, further that the Master Servicer or Special Servicer, as the case may be, may take action to enforce
the Trust’s right to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master
Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment
on a Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four (24)
consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special
Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or
Companion Loan one additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or
additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion
Loan. Any additional waivers during such 24-month period with respect to such Mortgage Loan may be made, subject to the Servicing Standard,
only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given
notice of a proposed waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event,
the Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special Servicer,
as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving
such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided, further,
that after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or Special Servicer, as applicable,
may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the




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Directing Certificateholder; provided,
further, that the Directing Certificateholder shall have no consent rights with respect to any Excluded Loan with respect to the
foregoing waivers.


(b)              
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due
and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents
(including any related Intercreditor Agreement), all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan in the
form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the
case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion Loan(s) pursuant
to the related Intercreditor Agreement) shall be applied in the following order of priority:


first, as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan and unpaid
interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses of the
Trust (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust Fund from general collections)
with respect to the related Mortgage Loan;


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition of Aggregate
Principal Distribution Amount);


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (i) unpaid interest accrued
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual
period, over (ii) after taking into account any allocations pursuant to clause fifth below on earlier dates, the aggregate portion
of the accrued and unpaid interest described in subclause (i) of this clause third that either (A)(x) was not advanced because
of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the
related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability
preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I
Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the
related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


fourth, to
the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage Loan
then due and owing, including by reason




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of acceleration of such Mortgage Loan
following a default thereunder (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining
unpaid principal balance);


fifth, as
a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the
sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have
occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction
Amounts but for such P&I Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable
Advance, plus (B) any unpaid interest that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of
such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was
made (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
on earlier dates);


sixth, as
a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items relating to such Mortgage Loan;


seventh, as
a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


eighth, as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


ninth, as
a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


tenth, as
a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if
applicable accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated
to consent fees and then, allocated to Operating Advisor Consulting Fees);


twelfth, as
a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and


thirteenth,
in the case of an ARD Loan after the Anticipated Repayment Date, any accrued but unpaid Excess Interest;


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Mortgage
Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a




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condemnation) at a time when the LTV Ratio
of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial release (based
solely on the value of real property and excluding personal property and going concern value, if any) must be collected and allocated
to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required by the REMIC Provisions; provided,
further, that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced
Whole Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject
to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further,
that with respect to each Mortgage Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole
Loan shall be allocated first pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related
Serviced Mortgage Loan shall be subject to application as described above.


(ii)              
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the payment
of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, in the case of each Serviced Whole Loan,
exclusive of any amounts payable to the holder or holders of the related Companion Loan(s) pursuant to the related Intercreditor Agreement)
shall be applied in the following order of priority:


first, as
a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan
and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust (including Special
Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust Fund from general collections) with respect to such Mortgage
Loan;


second, as
a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously
paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of Aggregate
Principal Distribution Amount);


third, to
the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (i) unpaid interest accrued
on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual
period, over (ii) after taking into account any allocations pursuant to clause fifth below or clause fifth of the prior
paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third
that either (A)(x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest
that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest
that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because
of the reductions in the amount of




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related P&I Advances for such Mortgage
Loan that would have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from
time to time and as to which no P&I Advance was made;


fourth, to
the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage Loan
to the extent of its entire unpaid principal balance;


fifth, as
a recovery of accrued and unpaid interest (exclusive of Default Interest and Excess Interest) on such Mortgage Loan to the extent of the
sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have
occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction
Amounts but for such P&I Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable
Advance, plus (B) any unpaid interest that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of
such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was
made (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth
or clause fifth of the prior paragraph on earlier dates);


sixth, as
a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


seventh, as
a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


eighth, as
a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;


ninth, as
a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if applicable,
accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated
to consent fees and then, allocated to Operating Advisor Consulting Fees); and


tenth, in
the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the
foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor
Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced
Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor




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Agreement and then, any amounts allocated
to the related Serviced Mortgage Loan shall be subject to application as described above.


(iii)               
Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions
of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor,
such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan(s), as applicable,
in accordance with Section 3.02(b)(ii) above.


(c)              
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply all Insurance
and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan or Companion
Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in which Insurance
and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii) above.


(d)              
In the event that the Master Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any Collection
Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest prior
to the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case may be, shall notify the Trustee
and Certificate Administrator two (2) Business Days prior to the related Distribution Date. None of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest
or prepayment penalty. The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


(e)              
With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter of credit
related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer shall, to
the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral
and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan(s), unless otherwise required
to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


(f)               
Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of notice
of the related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send
written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy to
any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the
holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master Servicer
all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,




    	 	172	 



    	 	 



    

to the Master Servicer all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of such
Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related Non-Serviced PSA. The Master
Servicer shall, within two (2) Business Days of receipt of available and properly identified funds, deposit into the Collection Account
all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced Mortgaged Property or any
related REO Property.


Section 3.03       
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall establish
and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and
retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable, the Companion
Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit of the Certificateholders and the
RR Interest Owners and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify respective interests
of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing Accounts may only be
invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents, as applicable, or in Permitted
Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall be Eligible Accounts to the extent
permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited from a Servicing Account may be made
only to: (i) effect payment of items for which Escrow Payments were collected and comparable items; (ii) reimburse the Trustee
and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined
to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by applicable law or the terms
of the related Mortgage Loan or Companion Loan as described below or, if not so required, to the Master Servicer; (v) after the occurrence
of an event of default under the related Mortgage Loan or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage
Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related
Mortgage Loan documents; or (viii) clear and terminate the Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest
on funds in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided,
however, that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment
income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer
may charge the related Mortgagor an administrative fee for maintenance of the Servicing Accounts.


(b)              
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the Master
Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan), and each Serviced Companion Loan, shall
maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and
other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and the
Master Servicer, in the case of all other Mortgage Loans




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(other than a Non-Serviced Mortgage Loan)
and each Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all
bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master
Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow
Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case of REO Loans)
as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion Loan(s). Other than
with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve accounts (including monitoring,
maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced Companion
Loan(s), as applicable, and the Servicing Standard. To the extent that a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and
any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master Servicer, in
the case of all other Mortgage Loans or Companion Loans, as applicable, that it is responsible for servicing hereunder, shall use reasonable
efforts consistent with the Servicing Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such
items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect
to the related Mortgaged Property for nonpayment of such items.


(c)              
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and each
Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents
(if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the
related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed
to pay such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes and assessments,
the Master Servicer shall not be required to make such advance until the later of (i) five (5) Business Days after the Master Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation that such item has not
been paid and (ii) the date prior to the date after which any penalty or interest would accrue in respect of such taxes or assessments.
The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic)
notice before the date on which the Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced
Loan or REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice
shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis; provided, further,
that the Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent
or emergency basis) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance).
The Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which




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case the Special Servicer shall remit such
Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any Servicing Advances; provided
that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing Advance
in its sole discretion. The Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Servicing Advance,
along with all information and documentation in the Special Servicer’s possession regarding the subject Servicing Advance as the
Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of such Master Servicer’s own funds, to
reimburse the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special
Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including,
the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of
the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated
in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and
payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for
all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such
Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest
thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise
have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out of its
own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable
judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in
fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and, if
applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.05
of this Agreement.


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such requested
Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination,
provided that the determination shall not be binding on the Master Servicer or Trustee. On the first Business Day after the Determination
Date for the related Distribution Date, the Special Servicer shall report to the Master Servicer if the Special Servicer determines any
Servicing Advance previously made by the Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing
Advance. The Master Servicer shall be entitled to conclusively rely on such a determination, and such determination shall be binding upon
the Master Servicer, but shall in no way limit the ability of the Master Servicer in the absence of such determination to make its own
determination that any Advance is a Nonrecoverable Advance. If the Special Servicer makes a determination that only a portion of, and
not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to
make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable
Advance. All such Advances shall be reimbursable in the first




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instance from related collections from the
Mortgagors and further as provided in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in
effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties
shall, for purposes hereof, including, without limitation, the Certificate Administrator’s calculation of monthly distributions
to Certificateholders and the RR Interest Owners, be added to the unpaid principal balances of the related Mortgage Loans or any related
Serviced Companion Loan, if applicable, notwithstanding that the terms of such Mortgage Loans or related Serviced Companion Loan, if applicable,
so permit. If the Master Servicer fails to make any required Servicing Advance as and when due (including any applicable cure periods),
to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05.
Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if
made or previously made, constitute a Nonrecoverable Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances
in respect of prior Servicing Advances for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation
to make any Servicing Advances under this Agreement.


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall not
be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from amounts
on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by a Companion Paying Agent,
if applicable) (which shall be deemed first made from amounts distributable as principal and then from all other amounts
comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or Special Servicer,
as applicable) has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless,
with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or
(ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related
Mortgage Loan or Serviced Companion Loan(s); provided that in each instance, the Master Servicer or the Special Servicer, as applicable,
determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate delivered to the Trustee) that making
such expenditure is in the best interest of the Certificateholders and the RR Interest Owners (and, if applicable, the Companion Holders),
all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as applicable). The
Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms
of Section 3.17(c). The parties acknowledge that pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced
Master Servicer is obligated to make servicing advances with respect to the related Non-Serviced Whole Loan. The applicable Non-Serviced
Master Servicer shall be entitled to reimbursement for Nonrecoverable Servicing Advances with respect to such Non-Serviced Whole Loan
(with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non-Serviced PSA) in the manner set forth
in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.




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(d)              
 In connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account
maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee,
the Special Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such
Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c), the Master
Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance as soon
as practically possible after funds available for such purpose are deposited in the Collection Account (or any Companion Distribution
Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the Master Servicer’s or the
Trustee’s options and rights to defer recovery of such amounts as provided herein; provided, however, that such Master
Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter the Master Servicer’s obligation
to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in this sentence. To the extent amounts on deposit
in the Companion Distribution Account with respect to the related Companion Loan are insufficient for any such reimbursement, the Master
Servicer shall use efforts in accordance with the Servicing Standard to enforce the rights of the holder of the related Mortgage Loan
under the related Intercreditor Agreement to obtain any reimbursement available from the holder of the related Companion Loan.


(e)              
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or completed.
To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the
terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written
confirmation of such actions and remediations within a reasonable time after the later of the Closing Date and the date as of which such
action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor shall fail to promptly respond
to any inquiry described in this Section 3.03(e), the Master Servicer shall report any such failure to the Special Servicer
within a reasonable time after the date as of which such actions or remediations are required to be or to have been taken or completed.


Section 3.04       
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Non-VRR Gain-on-Sale Reserve
Account, the VRR Interest Gain-on-Sale Reserve Account and the VRR Interest Distribution Account. (a)  The Master Servicer
shall establish and maintain, or cause to be established and maintained, a Collection Account in which the Master Servicer shall deposit
or cause to be deposited and in no event later than the second Business Day following receipt of properly identified funds (in the case
of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically provided herein,
the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other than in respect
of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off Date, which payments shall
be




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delivered promptly to the appropriate Mortgage
Loan Seller or its respective designee and other than any amounts received from Mortgagors which are received in connection with the purchase
of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable
to a period subsequent thereto:


(i)               
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced
Companion Loans;


(ii)              
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


(iii)            
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of
the Trust (including Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


(iv)               
all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO Properties in the Trust Fund and that are
to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are
received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related Mortgage
Loan Seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances
in respect of the related Mortgage Loans;


(v)              
any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


(vi)           
any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses incurred
with respect to Permitted Investments of funds held in the Collection Account; and


(vii)           
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b) in
connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately
pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance with the
terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.




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The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the
foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands, assumption
fees, Modification Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient funds or other
amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation need not be deposited
by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection Account any amount not required
to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.
Assumption, extension and Modification Fees actually received from Mortgagors on Specially Serviced Loans shall be promptly delivered
to the Special Servicer as additional servicing compensation.


Upon receipt of any of the
foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special Servicer
shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance with
this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property shall be deposited
by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant to
Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer
shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to
the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted Investments in accordance
with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the Master Servicer shall be located
at the offices of Midland Loan Services, a Division of PNC Bank, National Association. The Master Servicer shall give notice to the Trustee,
the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change
thereof.


(b)              
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account and the Interest Reserve Account in trust for the benefit of the Certificateholders (other than the Holders of the Class S Certificates)
and the RR Interest Owners, (ii) (A) the Non-VRR Gain-on-Sale Reserve Account (if established) for the benefit of the Non-VRR Certificateholders
(other than the Holders of the Class S Certificates) and (B) the VRR Interest Gain-on-Sale Reserve Account (if established) for the benefit
of the VRR Interest Owners, and the Trustee as Holder of the Lower-Tier Regular Interests, (iii) the Upper-Tier REMIC Distribution
Account for the benefit of the Certificateholders (other than the Holders of the Class S Certificates) and the RR Interest Owners and
(iv) the Excess Interest Distribution Account for the benefit of the Holders of the Class S Certificates and the VRR Interest Owners.
The Master Servicer shall deliver to the Certificate Administrator each month on or before the Master Servicer Remittance Date therein,
for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds attributable to the Mortgage
Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition
of Aggregate Available Funds) for the related Distribution Date, and (y) in the Excess Interest Distribution Account all Excess Interest
for the related Distribution Date, in each case to the extent on deposit in the Collection Account after giving effect to withdrawals
of funds pursuant to Section 3.05(a)(ii).




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With respect to each Companion
Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion Distribution
Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held for the benefit of
the related Companion Holder and shall, within two (2) Business Days following the Companion Paying Agent’s receipt of properly
identified and available funds (to the extent consistent with the related Intercreditor Agreement), deposit in the Companion Distribution
Account any and all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable
Intercreditor Agreement to be deposited therein; provided, however, that the Companion Paying Agent shall separately track
for each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan. The Master Servicer shall deliver
to the Companion Paying Agent each month, on or before the Master Servicer Remittance Date therein, for deposit in the Companion Distribution
Account, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to
the extent of available funds, equal to the amount to be distributed to the related Companion Holder pursuant to the terms of this Agreement
and the related Intercreditor Agreement. Notwithstanding the preceding, the following provisions shall apply to remittances relating to
the Serviced Companion Loans that have been deposited into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the
Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an aggregate amount equal to all payments and/or
collections actually received on, and payable to, such Serviced Companion Loans prior to such dates; provided, however,
that in no event shall the Master Servicer be required to transfer to the Companion Distribution Account any portion thereof that is payable
or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related
Intercreditor Agreement; (2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance
described in Section 4.01(j), which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance
Date. With respect to any Serviced Whole Loan, in the event the Master Servicer receives any properly identified and available late collections,
the Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Day following receipt of such
late collections in properly identified and available funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance
with the terms of this Agreement and the related Intercreditor Agreement.


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Companion Distribution
Account may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate from other accounts.


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account:


(i)               
any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments
(other than the portion of any




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Compensating Interest Payment allocated
to a Serviced Pari Passu Companion Loan) in connection with Prepayment Interest Shortfalls;


(ii)              
any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


(iii)            
any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders
of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant to
Section 9.01);


(iv)            
any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


(v)              
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


If, as of the close of business
(New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest is required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any P&I Advance with respect
to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master Servicer shall pay the Certificate Administrator interest
on such late payment at the Prime Rate from and including the date such payment was required to be made (without regard to any Grace Period
set forth in Section 7.01(a)(i)) until (but not including) the date such late payment is received by the Certificate Administrator.


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited therein.


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution
Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


Funds on deposit in the Non-VRR
Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess
Interest Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not
be invested for so long as Computershare Trust Company, National Association is the Certificate Administrator; provided, however,
that if, at any time, Computershare Trust Company, National Association is no longer the Certificate Administrator,




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such funds may be invested and, if invested,
shall be invested by, and at the risk of, the Certificate Administrator, in Permitted Investments selected by the party hereunder that
maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow
the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or
disposed of prior to its maturity unless payable on demand. All such Permitted Investments shall be made in the name of “[name of
successor certificate administrator], as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee
for the Holders of the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 as their
interests may appear”, or in the name of any successor trustee, as Trustee for the Holders of the Benchmark 2022-B32 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-B32 as their interests may appear. None of the Trust, the Depositor, the
Mortgagors, the Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.


An amount equal to all income
and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject
to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the
account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments)
in the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits
in or transfers to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto,
it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein
to the contrary notwithstanding.


As of the Closing Date, the
Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall give
notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Upper-Tier
REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account and, if established,
the Non-VRR Gain-on-Sale Reserve Account and the VRR Interest Gain-on-Sale Reserve Account, prior to any change thereof.


For the avoidance of doubt,
the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution Account, if it
is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Reserve Account, any Servicing Account, the REO Account, and the Interest Reserve Account (including
interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC; the Companion Distribution
Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders, as applicable;
the Excess Interest Distribution Account and any portion of the Collection Account holding Excess Interest (including interest if any,
earned on the investment of funds in such accounts) shall be owned by the Grantor Trust for the benefit of the Holders of the Class S
Certificates and the VRR Interest; and the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the




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investment of funds such account) will be owned
by the Upper-Tier REMIC, each for federal income tax purposes.


(c)              
[Reserved].


(d)              
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan,
and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator,
on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf of
the Trustee in trust for the benefit of the Holders of the Class S Certificates and the VRR Interest. The Excess Interest Distribution
Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account). Prior to the applicable
Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account
an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period. Following the distribution
of Excess Interest to Holders of the Class S Certificates and the VRR Interest on the first Distribution Date after which there are no
longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate
the Excess Interest Distribution Account.


(e)              
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale
Proceeds) and maintain (i) the Non-VRR Gain-on-Sale Reserve Account for the benefit of the Non-VRR Certificateholders and (ii) the
VRR Interest Gain-on-Sale Reserve Account for the benefit of the VRR Interest Owners. Each of the Non-VRR Gain-on-Sale
Reserve Account and the VRR Interest Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or as a subaccount
of an Eligible Account), separate and apart from trust funds for mortgage pass-through certificates of other series administered by
the Certificate Administrator.


Upon the disposition of any
REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale
Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master Servicer
who shall then remit such funds to the Certificate Administrator, who shall (i) deposit the Non-VRR Percentage of such funds into the
Non-VRR Gain-on-Sale Reserve Account and (ii) deposit the VRR Percentage of such funds into the VRR Interest Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related
Intercreditor Agreement shall be remitted by the Special Servicer to the Companion Paying Agent for deposit into the Companion Distribution
Account.


(f)               
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-VRR Percentage of such funds for deposit into the
Non-VRR Gain-on-Sale Reserve Account and (ii) the VRR Percentage of such funds for deposit into the VRR Interest Gain-on-Sale
Reserve Account.




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(g)              
 The Certificate Administrator shall establish and maintain the VRR Interest Distribution Account in its own name for the benefit
of the Trustee, for the benefit of the VRR Interest Owners, which shall be an asset of the Grantor Trust and beneficially owned by the
VRR Interest Owners and shall not be an asset of any Trust REMIC. The VRR Interest Distribution Account shall be established and maintained
as an Eligible Account or as a sub-account of an Eligible Account.


(h)              
[Reserved].


(i)                
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve
Fund”) to be held for the benefit of the Certificateholders and the RR Interest Owners, for purposes of holding such Loss of
Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible
Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it.
The Certificate Administrator shall, based upon information obtained from the CREFC® reports delivered by the Master Servicer
pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations
Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate
Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Certificateholders
as contributed to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through
the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the
Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all
federal income tax purposes, and shall be taxable on all income earned thereon.


Section 3.05       
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account. (a)  The
Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the Collection Account)
for any of the following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):


(i)               
(A) no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account the amounts required to be remitted pursuant to the first
paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a) and
an amount equal to the Excess Interest received in the applicable one-month period ending on the related Determination Date; and (B) pursuant
to the second paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution
Account the amounts required to be so deposited with respect to the Companion Loans;


(ii)              
(A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC
Bank, National Association if Midland




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Loan Services, a Division of PNC Bank,
National Association is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees
in respect of each Mortgage Loan, Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights
to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion
Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or
related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such
REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery
of interest thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect
of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in connection
with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced Loan (provided that,
in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, as applicable, and then, pro
rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any),
in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s))
and then out of general collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor any unpaid
Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in
each case, other than any related Companion Loan), as applicable, the Operating Advisor’s right to payment of the Operating Advisor
Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced
Loan or REO Loan (in each case, other than any related Companion Loan), as applicable, being limited to amounts received on or in respect
of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation
Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form of REO Revenues, Liquidation
Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations
Reviewer (1) any unpaid Asset Representations Reviewer Fee in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each
case, other than (i) any related Companion Loan, (ii) any Servicing Shift Whole Loan and (iii) any Non-Serviced Mortgage Loan), as applicable,
the Asset Representations Reviewer’s right to payment of the Asset Representations Reviewer Fee pursuant to this clause (ii)(D)(1)
with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than (i) any related Companion Loan,
(ii) any Servicing Shift Whole Loan and (iii) any Non-Serviced Mortgage Loan), as applicable, being limited to amounts received on or
in respect of such Mortgage Loan (whether in the




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form of payments, P&I Advances, Liquidation
Proceeds or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form of REO Revenues, Liquidation
Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, or (2) (to the extent such fee is
payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee payable in connection with any Asset Review
that was performed as a result of an Affirmative Asset Review Vote;


(iii)              
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans with respect
to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement of P&I Advances
shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any amounts collected with respect
to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not
limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan) prior to reimbursement from
other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided, further, that if such
P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I Advance
shall additionally, but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the portion of general
collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to
time that represent collections or recoveries of principal to the extent provided in clause (v) below; and provided,
further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v)
below;


(iv)           
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this
clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan
or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO
Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements shall be made,
subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with
their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced
Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan
and Serviced Pari Passu Companion Loan(s) (provided that,




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with respect to any Serviced AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any
amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and Serviced AB Subordinate
Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related
to any Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount,
then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such
Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on
deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v)
below; provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


(v)             
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan and any
related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect thereto), then,
out of the principal portion of general collections on the Mortgage Loans and REO Properties, then, to the extent the principal
portion of general collections is insufficient and with respect to such excess only, subject to any exercise of the sole option to defer
reimbursement thereof pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties, (2) for
Workout-Delayed Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties
net of such amounts being reimbursed pursuant to (1) above; (provided that, in case of such reimbursement of a Nonrecoverable
Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement) (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances, or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan, and then, pro rata and
pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance
with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s); and
provided, further, that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole
Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), from funds related to such Serviced Whole
Loan prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from
the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any
amounts collected with respect to the related Serviced Companion Loan(s)), in accordance with the terms of the related Intercreditor Agreement
(provided that, with respect to any AB Whole Loan, the foregoing with respect to




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Nonrecoverable Servicing Advances and
Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which
any amounts collected with respect to the related Whole Loan, are allocated to the related Serviced Mortgage Loan and Serviced AB Subordinate
Companion Loan, prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related
to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable, or REO
Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery
Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received
in connection therewith;


(vi)            
at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for
a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause (v)
above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon in accordance
with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing Advance
that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to pay
itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon
in accordance with Section 3.03(d) and Section 3.11(d) or (c) any Nonrecoverable Advances pursuant to clause (v)
above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued
and payable thereon; provided that in all events, subject to the related Intercreditor Agreement, interest on P&I Advances
on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan, and interest
on Servicing Advances on any Serviced Whole Loan shall be paid (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, out of collections on the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in
accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first,
out of collections on the related AB Subordinate Companion Loan and then, pro rata and pari passu, out of collections
on the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective
Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan);


(vii)           
to reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed
expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the
applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan
Purchase




    	 	188	 



    	 	 



    

Agreement, including, without limitation,
any expenses arising out of the performance of its duties under Section 2.02 and/or Section 2.03 of this Agreement
or out of the enforcement of the repurchase or substitution obligation or any other obligation of the Mortgage Loan Seller, each such
Person’s right to reimbursement pursuant to this clause (vii) with respect to any Mortgage Loan, being limited to that
portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that
represents such expense in accordance with clause (iv) of the definition of Purchase Price;


(viii)          
in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and then
out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person in
connection with the performance of its duties under Section 2.02 and/or Section 2.03 of this Agreement or in connection
with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6 of the applicable Mortgage Loan Purchase
Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise; provided
that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described above relating to a
Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with respect to a Serviced AB
Whole Loan, first, from the related AB Subordinate Companion Loan, and then, pro rata and pari passu, from
the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and
AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


(ix)             
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan
and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with
respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan
and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with respect to
a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then, pro rata and
pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in




    	 	189	 



    	 	 



    

accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and
AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loan;


(x)                      
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution
Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection
Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the Master
Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty Charges collected while the
related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the
related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and any related Serviced
Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the
Trust (including Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d) and (3) the
difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other
than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required
to be paid as Compensating Interest Payments; and (b) to pay the Special Servicer, as additional servicing compensation in accordance
with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related
Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and
such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust (including Special Servicing
Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


(xi)              
to recoup any amounts deposited in the Collection Account in error;


(xii)            
to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any of their respective
directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections,
any amounts payable to any such Person pursuant to Section 3.11(g), Section 3.18(h), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts payable
to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii) with
respect to a Serviced AB Whole Loan, first, from the related AB




    	 	190	 



    	 	 



    

Subordinate Companion Loan (if any),
and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion
Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari
Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise
modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan
are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general
collections with respect to the Mortgage Loans;


(xiii)          
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
Section 3.18(b), Section 3.18(c), 3.18(g) and 10.01(f) to the extent payable out of the Trust Fund,
(b) the cost of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection
with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and
interests of Certificateholders and the RR Interest Owners and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the
terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and
pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their
respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan (if any), and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related
Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage
Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect
to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior
to being payable out of general collections with respect to the Mortgage Loans;


(xiv)          
to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes imposed
on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of
the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant to Section 10.01(g);


(xv)           
to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred
by and reimbursable to it by the Trust pursuant to Section 10.01(c);


(xvi)         
to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the
date of purchase; or, in the case of the substitution for a Mortgage




    	 	191	 



    	 	 



    

Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due
thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


(xvii)        
to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


(xviii)     
to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


(xix)           
to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


(xx)            
to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01; and


(xxi)         
to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer, the
applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any other applicable party to the applicable
Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor Agreement
and the applicable Non-Serviced PSA.


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the purpose
of justifying any withdrawal from the Collection Account.


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid to
it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of the Trustee
or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate Administrator
is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts
stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan
basis and, when appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from the
Collection Account. Notwithstanding the above, no written certificate is required for a payment of Special Servicing Fees and/or Workout
Fees arising from collections other than the initial collection on a Corrected Loan.




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Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections that do not specifically
relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion Loan(s), as
applicable.


(b)              
The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any
of the following purposes (the following not being an order of priority):


(i)                
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC
Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to
Section 4.01(c);


(ii)               
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case
may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


(iii)            
to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable, as
contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;


(iv)            
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(c), (C) the Trustee or the
Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of
the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f)
or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the
Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in connection
with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the
rights and interests of Certificateholders and the RR Interest Owners, in each case, to the extent not paid pursuant to Section 13.01(g);


(v)              
to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC or on the assets
or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate
Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


(vi)            
to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;




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(vii)          
 to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


(viii)        
to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


(c)              
The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to
the extent required to make the distributions of Excess Interest required by Section 4.01(j).


(d)              
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


(i)                 
to make (A) distributions to Certificateholders (other than Holders of the Grantor Trust Certificates) on each Distribution Date
pursuant to Section 4.01 or Section 9.01 of this Agreement (in the case of Holders of the Class R Certificates, in respect
of the Class UTR Interest) and the RR Interest Owners in respect of the RR Interest, as applicable and (B) deposits of the VRR Available
Funds and any VRR Retained Prepayment Premiums and Yield Maintenance Charges into the VRR Interest Distribution Account on each Distribution
Date pursuant to Section 4.01 of this Agreement; and


(ii)             
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


(e)              
The Certificate Administrator may make withdrawals from the VRR Interest Distribution Account for any of the following purposes:


(i)               
to make distributions to the VRR Interest Owners on each Distribution Date pursuant to Section 4.01 or Section 9.01
of this Agreement, as applicable;


(ii)               
to recoup any amounts deposited in the VRR Interest Distribution Account in error; and


(iii)               
to clear and terminate the VRR Interest Distribution Account at the termination of this Agreement pursuant to Section 9.01
of this Agreement.


(f)               
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection
Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable under
Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii)
and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient
to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of




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such fees and (ii) if amounts on deposit
in the Collection Account are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii),
(a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator and
to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and then to the Operating
Advisor.


(g)              
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
Serviced REO Property, then the Special Servicer shall promptly (provided that, (1) with respect to clause (iv) below,
the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect
to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five
(5) Business Days’ prior notice of such final Distribution Date) transfer such Loss of Value Payments (up to the remaining portion
thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:


(i)              
to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement,
for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with
any interest on such Advances);


(ii)              
to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any
expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of
such Loss of Value Payments, would constitute an additional expense of the Trust;


(iii)             
to offset any portion of Non-VRR Realized Losses and VRR Realized Losses that are attributable to such Mortgage Loan or related
REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect
to such Mortgage Loan or any related successor REO Loan;


(iv)            
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any
related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any
other Mortgage Loan or Serviced REO Loan; and


(v)              
On the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Non-VRR Realized Losses
and VRR Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund
expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.




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(h)               
 Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior
paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO
Loan with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection
Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in
respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account
to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph.


(i)               
The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions
pursuant to Section 4.01(k).


Section 3.06       
Investment of Funds in the Collection Account, the Servicing Accounts and the REO Account. (a) The Master Servicer
may direct any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account
(for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository
institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or more
Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business
Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the date
on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such
account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in
an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf of the Trustee
(in its capacity as such) for the benefit of the Certificateholders and the RR Interest Owners. The Master Servicer (in the case of the
Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special
Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer)
on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account,
the Companion Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or REO Account, as applicable, that is either (i) a
“certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106
of the UCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the UCC
or any other applicable law. In the case of any Permitted Investment held in the form of a “security entitlement” (within
the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause
to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement.
In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master
Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the
Master Servicer) or the Special




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Servicer (in the case of the REO Account, Loss
of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall:


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


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


(b)             
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any
Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such
account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to
the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in
accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on
funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to
the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date
to and including the immediately succeeding Master Servicer Remittance Date, shall be for the sole and exclusive benefit of the Special
Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred
in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled to
any Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit in
any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account,
the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by
or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account
maintained by or for the Special Servicer) shall deposit therein, no later than the Master Servicer Remittance Date, without right of
reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the Master Servicer Remittance Date related to the current Distribution Date; provided that neither the Master
Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss
is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds
such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition
of Eligible Account at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository
institution or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust




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company satisfied the qualification set forth
in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).


(c)              
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon
the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may
be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


Section 3.07       
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer (with
respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall use its efforts
consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan),
to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage
Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except
as provided in the next sentence with respect to the Master Servicer or Special Servicer, as applicable). If the Mortgagor does not so
maintain such insurance coverage, subject to its recoverability determination with respect to any required Servicing Advance, the Master
Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or
the Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property) shall maintain all insurance coverage
as is required under the related Mortgage (or, in the case of REO Property, in accordance with the Servicing Standard in an amount that
is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property, and (2) the outstanding principal
balance owing on the related REO Loan, and in any event, the amount necessary to avoid the operation of any co-insurance provisions),
but only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special
Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined ((i) prior to the occurrence
and continuance of any Control Termination Event and (ii) other than with respect to any Excluded Loan, any determination that such
insurance coverage is not available or not available at commercially reasonable rates to be made with the consent of the Directing Certificateholder
(or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with
the consent of the related AB Whole Loan Controlling Holder) by the Master Servicer (with respect to the Mortgage Loans (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other
than any Non-Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable
Insurance Default as determined by the Master Servicer (if the Master Servicer and the Special Servicer mutually agree that the Master
Servicer will process such default with respect to a Non-Specially Serviced Loan) or by the Special Servicer (with respect to any Non-Specially
Serviced Loan (unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such default)
and with respect to any Specially Serviced Loan); provided, however, that if any Mortgage permits the holder thereof to
dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO
Property, the Special Servicer, as applicable, shall




    	 	198	 



    	 	 



    

impose or maintain, as applicable, such insurance
requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan;
provided, further, that, with respect to the immediately preceding proviso, the Master Servicer will be obligated to use
efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage
resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default as determined by the
Master Servicer (with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan) with
(in respect of any Mortgage Loan other than an Excluded Loan and unless a Control Termination Event has occurred and is continuing) the
consent of the Directing Certificateholder or, prior to the occurrence and continuance of an AB Control Appraisal Period, the related
AB Whole Loan Controlling Holder, as applicable) and only in the event the Trustee has an insurable interest therein and such insurance
is available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable
rates. The Master Servicer and Special Servicer shall be entitled to rely on insurance consultants (at the applicable servicer’s
expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a) and
the costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last sentence of this
paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged Property) no less insurance
coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless the Special Servicer determines
((i) prior to the occurrence and continuance of a Control Termination Event and (ii) (other than with respect to any Excluded
Loan) with the consent of the Directing Certificateholder or, prior to the occurrence and continuance of an AB Control Appraisal Period,
the related AB Whole Loan Controlling Holder, as applicable) that such insurance is not available at commercially reasonable rates or
that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the
Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain
a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other
than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties),
(ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties), (iii) include coverage
in an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO
Property, as applicable, and (y) the outstanding principal balance owing on the related Mortgage Loan (including any related Serviced
Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions,
(iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under
the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except
in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days’ prior notice) and (vi) subject
to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable
law to issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such Insurance Policies
(other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released
to the




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related Mortgagor, in each case in accordance
with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject
to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance Policies
in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced
Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing
Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such
cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes
of calculating monthly distributions to Certificateholders and the RR Interest Owners, be added to the unpaid principal balance of the
related Mortgage Loan and Serviced Companion Loan(s) (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion
Loan(s) so permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties
shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit
therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The
foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”.
Notwithstanding any provision to the contrary, the Master Servicer shall not be required to maintain, and will not be in default for failing
to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination
of the related Mortgage Loan and is currently available at commercially reasonable rates.


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either (x) require
the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage
Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master
Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the Insurance
Policies for the related Mortgaged Property contain Additional Exclusions (provided that the Master Servicer shall be entitled
to conclusively rely upon the certificate of insurance in determining whether such policies contain Additional Exclusions), (B) request
the Mortgagor to either purchase insurance against the risks specified in the Additional Exclusions or provide an explanation as to its
reasons for failing to purchase such insurance and (C) notify the Special Servicer if it has knowledge that any Insurance Policy
contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the
immediately preceding clauses (A) and (B) above) that any Mortgagor fails to purchase the insurance requested to be
purchased by the Master Servicer pursuant to clause (B) above. If the Master Servicer (with respect to any Non-Specially Serviced
Loan) or the Special Servicer (with respect to any Specially Serviced Loan) determines in accordance with the Servicing Standard that
such failure is not an Acceptable Insurance Default, the Special Servicer (with respect to any Specially Serviced Loan) shall notify the
Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained.
The Special




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Servicer (at the expense of the Trust) shall
be entitled to rely on insurance consultants in making such determinations. The Master Servicer shall be entitled to rely on insurance
consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. Furthermore, the Master Servicer
(with respect to any Non-Specially Serviced Loan) or the Special Servicer (with respect to any Specially Serviced Loan) shall promptly
deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for
those Mortgage Loans that (i) have one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans
then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included
in the Trust. During the period that the Master Servicer or the Special Servicer, as applicable, is evaluating the availability of such
insurance or waiting for a response from the Directing Certificateholder or the related AB Whole Loan Controlling Holder, as applicable,
neither the Master Servicer nor the Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain
such insurance and will not be in default of its obligations as a result of such failure.


(b)              
(i)  The Special Servicer shall maintain (or cause to be maintained), fire and hazard insurance on each REO Property
(other than with respect a Non-Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and the Trustee
has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the
REO Property, and (2) the outstanding principal balance owing on the REO Loan, and in any event, the amount necessary to avoid the operation
of any co-insurance provisions. If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with
a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion Loan,
but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property), as
the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent
to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied
its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties. Such Insurance
Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, if there shall not have been
maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a),
and there shall have been one or more losses which would have been covered by such Insurance Policy, promptly deposit into the Collection
Account from its own funds the amount of such loss or losses that would have been covered under the individual policy but are not covered
under the blanket Insurance Policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation
that pertained to the related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation,
the deductible limitation which is consistent with the Servicing Standard. In connection with its activities as administrator and Master
Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and Certificateholders, and the RR Interest Owners claims under any such blanket Insurance Policy in a timely fashion in accordance
with the terms of such policy. The Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance
on REO Properties (other than with




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respect to a Non-Serviced Mortgaged Property),
provided coverage is available at commercially reasonable rates, the cost of which shall be a Servicing Advance.


(ii)              
If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a blanket, master
single interest or force-placed Insurance Policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf
of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise
required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause such insurance
to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer or the Special Servicer shall
cause any Mortgaged Property or REO Property to be covered by such blanket, master single interest or force-placed Insurance Policy,
the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby
premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid by the Master
Servicer as a Servicing Advance. Such blanket, master single interest or force-placed policy may contain a deductible clause, in which
case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and there shall have been one
or more losses which would have been covered by such policy had it been maintained, deposit into the Collection Account from its own funds
the amount not otherwise payable under the blanket, master single or force-placed interest policy because of such deductible clause,
to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, including any related
Serviced Companion Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the
Servicing Standard.


(c)              
Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy with a Qualified
Insurer covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf
of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount of coverage shall
be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special Servicer under
a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required by this Section 3.07(c)
shall satisfy the requirements of this Section 3.07(c). The Special Servicer and the Master Servicer shall promptly report
in writing to the Trustee any material changes that may occur in their respective fidelity bonds, if any, and/or their respective errors
and omissions Insurance Policies, as the case may be, and shall furnish to the Trustee copies of all binders and policies or certificates
evidencing that such bonds, if any, and insurance policies are in full force and effect.


(d)              
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a
Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has




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been made available), the Master Servicer shall
use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable law and the terms of
the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related Mortgagor shall default in its obligation
to so maintain, shall itself maintain to the extent available at commercially reasonable rates (as determined by the Master Servicer in
accordance with the Servicing Standard and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance
in respect thereof, but only to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion
Loan permits the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such
flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any
related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood
Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount
consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer
shall promptly make a Servicing Advance for such costs.


(e)              
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in
a federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded Loan and prior to the
occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder) in accordance with the
Servicing Standard), a flood Insurance Policy meeting the requirements of the current guidelines of the Federal Insurance Administration
in an amount representing coverage not less than the maximum amount of insurance which is available under the National Flood Insurance
Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable
out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor,
paid by the Master Servicer to the Special Servicer as a Servicing Advance unless determined to be a Nonrecoverable Advance, and if determined
to be a Nonrecoverable Advance, then the Master Servicer shall pay the Special Servicer from the Collection Account.


(f)               
Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability
of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable,
is rated at least “A3” by Moody’s or “A-” by Fitch (if rated by Fitch), the Master Servicer (or its public
parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect to
any of its obligation under this Section 3.07.


(g)              
Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full
force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


Section 3.08       
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a Non-Serviced
Mortgage Loan) and any related




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Serviced Companion Loan that contains a provision
in the nature of a “due-on-sale” clause, which by its terms:


(i)               
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable
upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of
the Mortgagor; or


(ii)              
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee in connection
with any such sale or other transfer;


then, for so long as such Mortgage Loan or
related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially Serviced
Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiv) of the definition thereof, or as to which
such matter is a Major Decision and the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process
such Major Decision in accordance with terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including
the Special Servicer’s consent (which will be deemed given in accordance with Section 6.08) or the Special Servicer (with
respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision), on behalf of the
Trustee as the mortgagee of record, shall (a) exercise any right such mortgagee of record may have with respect to such Mortgage
Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any sale or transfer,
consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i)(A) if such Mortgage
Loan is not an Excluded Loan and no Control Termination Event shall have occurred and be continuing, the consent (or deemed consent) of
the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related
AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement)
shall have been obtained by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a),
(B) if such Mortgage Loan is not an Excluded Loan, a Control Termination Event shall have occurred and be continuing, and no Consultation
Termination Event shall have occurred and be continuing, the Special Servicer shall have consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a) and (C) other than with respect to any applicable Excluded Loan,
upon non-binding consultation with the Risk Retention Consultation Parties in accordance with the procedures set forth in Section 6.08;
(provided that in the case of clause (A) and clause (B) such consent shall be deemed given or such consultation shall be deemed
to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be, is not provided within
ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) after
receipt of the Major Decision Reporting Package and in the case of clause (C) such consultation shall be deemed to have occurred, as applicable,
if a response to the request for consultation is not provided within ten (10) Business Days), and (ii) with respect to any Mortgage
Loan (x) with a Stated Principal Balance greater than or equal to $35,000,000, (y) with a Stated Principal Balance greater than
or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or (z) together with all other Mortgage
Loans with which it is cross-collateralized or cross-defaulted or together




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with all other Mortgage Loans with the same
Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding (by Stated Principal Balance), the Master
Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from
each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25), provided, however, that with respect to subclauses (y)
and (z) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating
Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions that it is processing
or for which its consent is required and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance
with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is processing the related action,
as applicable, as the case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver
a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information
provider) in accordance with Section 3.25 of this Agreement.


If any Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion
Loan may be assumed or transferred without the consent of the mortgagee, provided that certain conditions contained in the related Mortgage
Loan documents are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for
so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect
to all Non-Specially Serviced Loans where such matter is a Master Servicer Decision) and the Special Servicer (with respect to all Specially
Serviced Loans and with respect to Non-Specially Serviced Loans where such matter is a Major Decision), on behalf of the Trustee as the
mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied.


(b)              
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a
provision in the nature of a “due-on-encumbrance” clause that by its terms:


(i)               
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable
upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or
principals of the Mortgagor; or




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(ii)              
 requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


then, for so long as such Mortgage Loan (or
related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially Serviced
Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiv) of the definition thereof, or as to which such
matter is a Major Decision and the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such
Major Decision in accordance with terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the
Special Servicer’s consent (which will be deemed given in accordance with Section 6.08) or the Special Servicer (with
respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision), on behalf of the
Trustee as the mortgagee of record, shall (a) exercise any right such mortgagee of record may have with respect to such Mortgage
Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the creation of any
additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided
that (i) (A) if such Mortgage Loan is not an Excluded Loan, no Control Termination Event shall have occurred and be continuing and the
matter involves a Major Decision, the consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced
AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the related AB Whole Loan Controlling
Holder, to the extent required under the related Intercreditor Agreement) shall have been obtained by the Special Servicer to the extent
required by, and pursuant to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan,
a Control Termination Event shall have occurred and be continuing, and no Consultation Termination Event shall have occurred and be continuing,
the Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a)
and (C) other than with respect to any applicable Excluded Loan, upon non-binding consultation with the Risk Retention Consultation Parties
in accordance with the procedures set forth in Section 6.08 (provided that in the case of clause (A) and clause (B)
such consent shall be deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request
for consent or consultation, as the case may be, is not provided within ten (10) Business Days (or, if the Directing Certificateholder
and the Special Servicer are affiliates, five (5) Business Days) after receipt of the Major Decision Reporting Package, and in the
case of clause (C) such consultation shall be deemed to have occurred, as applicable, if a response to the request for consultation is
not provided within ten (10) Business Days), and (ii) the Master Servicer or the Special Servicer, as the case may be, has obtained Rating
Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an outstanding principal
balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio
greater than 85% (including any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case,
determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the




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principal amount of the proposed additional
lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater
than $35,000,000; provided, however, that with respect to subclauses (A), (B), (C) and (D)
of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating
Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless
of whether a Control Termination Event has occurred and is continuing), the Special Servicer, shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions
recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for
consulting with the Operating Advisor.


In connection with any request
for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the related rating
agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer that is processing the related action,
as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


To the extent permitted by
the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs
of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer that is processing the related action, as
applicable, shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable
Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.


If any Mortgage Loan or related
Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee,
provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no mortgagee discretion is necessary
in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan or related Companion Loan is being serviced
under this Agreement, the Master Servicer (with respect to all Non-Specially Serviced Loans where such matter is a Master Servicer Decision)
and the Special Servicer (with respect to all Specially Serviced Loans and with respect to Non-Specially Serviced Loans where such matter
is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied.


Mortgagors may request payment
forbearance because of COVID-19 related financial hardship. The Special Servicer shall be allowed to grant a forbearance on a Mortgage
Loan related to the COVID Emergency if (i) prior to October 1, 2021 (or prior to such later date as may be provided by the IRS in any
future guidance), the period of forbearance granted, when added to any prior periods of forbearance granted before or after the Trust
acquired such Mortgage Loan (whether or not such prior grants of forbearance were specifically covered by Revenue Procedure 2020-26 (as
extended by Revenue Procedure 2021-12 and any future




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guidance)), does not exceed six months (or
such longer period of time as may be allowed by future guidance that is binding on federal income tax authorities) and such forbearance
is specifically covered by Revenue Procedure 2020-26 (as extended by Revenue Procedure 2021-12 and any future guidance), (ii) such
forbearance is permitted under another provision of this Agreement and the requirements under such provision are satisfied, or (iii) an
Opinion of Counsel is delivered to the effect that such forbearance will not result in an Adverse REMIC Event.


Any fees or other charges
charged by the Special Servicer in connection with processing any COVID Modification or related COVID Modification Agreement with respect
to any COVID Modified Loan (in the aggregate with any other COVID Modification or COVID Modification Agreement with respect to such COVID
Modified Loan) shall not exceed an amount equal to $45,000.00 (“COVID Modification Fees”) (plus reasonable and customary
attorney’s fees and expenses, out of pocket third party fees and expenses and filing fees) and shall only be borne by the related
Mortgagor, not the Trust.


Upon receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver with
respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is a Non-Specially
Serviced Loan and other than any transfers or assumptions provided for in clause (xiv) of the definition of Master Servicer Decision and
other than any waiver of a “due-on-encumbrance” clause which waiver constitutes a Master Servicer Decision pursuant to clause
(xiv) of the definition thereof, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer
shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence,
the related Master Servicer will have no further obligation with respect to such request or due-on-sale or due-on-encumbrance. The Master
Servicer shall continue to cooperate with the Special Servicer by delivering to the Special Servicer any additional information in the
Master Servicer’s possession requested by the Special Servicer relating to such consent or waiver with respect to a “due-on-sale”
or “due-on-encumbrance” clause. Unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer
will process such request with respect to a Mortgage Loan that is not a Specially Serviced Loan in accordance with terms and conditions
reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer's consent (which will be deemed given
in accordance with Section 6.08), the Master Servicer shall not be permitted to process any request relating to such consent or waiver
with respect to a “due-on-sale” or “due-on-encumbrance” clause (other than any transfers or assumptions provided
for in clause (xiv) of the definition of Master Servicer Decision and other than any waiver of a “due-on-encumbrance” clause
which waiver constitutes a Master Servicer Decision pursuant to clause (xiv) of the definition thereof) and shall not be required to interface
with the Mortgagor or provide a written recommendation and analysis with respect to any such request.


Nothing in this Section 3.08
shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect
to such Mortgaged Property.




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(c)              
 Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan,
as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master
Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such
waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a)
or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee,
the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to
the 17g-5 Information Provider’s Website in accordance with Section 3.25) and, with respect to a Whole Loan, the related
Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or (b)
and shall forward thereto a copy of such agreement.


(d)              
[Reserved].


(e)              
Notwithstanding any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent under
any “due-on-sale” or “due-on-encumbrance” clause relating to a Non-Specially Serviced Loan or relating to any
Specially Serviced Loan without ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than
with respect to any Excluded Loan) the consent of the Directing Certificateholder (or (i) after the occurrence and during the continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan), but prior to a Consultation Termination Event,
upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing Certificateholder shall
have ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days)
after receipt of notice along with the Master Servicer’s (if applicable) and the Special Servicer’s recommendation and analysis
with respect to such proposed waiver or proposed granting of consent and any additional information the Directing Certificateholder may
reasonably request from the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance”
clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice
from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have consented
to such proposed waiver or consent).


(f)               
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer, as applicable,
makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage
Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee
have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise
prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents
does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).


Section 3.09       
Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage Loan documents
related to a Serviced Whole




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Loan or a Mortgage Loan with mezzanine debt,
the Master Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy
of such notice to the Special Servicer. The Special Servicer shall, subject to subsections (b) through (d) of this
Section 3.09, Section 3.24, subject to the Directing Certificateholders’ rights pursuant to Section 6.08,
and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole
Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts,
consistent with the Servicing Standard, to, at any time, institute foreclosure proceedings, exercise any power of sale contained in the
related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related Mortgaged Property or comparably convert
(which may include an REO Acquisition) the ownership of property securing any such Mortgage Loan (other than any Non-Serviced Mortgage
Loan) and related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including by
way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant
to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall have suffered
damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing Advance and expend funds
toward the restoration of such property unless the Special Servicer has determined in its reasonable discretion that such restoration
will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders and the RR Interest Owners after reimbursement
to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or Special Servicer
has not determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance.
The costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided
that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this
Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make
an offer on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property,
as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b)
and the results of any Appraisal obtained pursuant to the following sentence, all such offers to be made in a manner consistent with the
Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing
the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes
of making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have
an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by
the Master Servicer as a Servicing Advance.


(b)              
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


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


(ii)              
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
Advance) to the effect that




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the holding of such personal property
by the Trust (to the extent not allocable to the related Companion Loan) will not cause an Adverse REMIC Event to occur.


(c)              
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master Servicer
nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or
take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders,
the RR Interest Owners and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed by an
Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such acquisition
of title or other action, that:


(i)               
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders and the RR Interest Owners (and with respect to any
Serviced Whole Loan, the related Companion Holders), as a collective whole as if such Certificateholders, the RR Interest Owners and,
if applicable, Companion Holders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in
compliance with such laws, and


(ii)              
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal,
state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be required, after
consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders and the RR Interest
Owners (and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders, the
RR Interest Owners and, if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected
Mortgaged Property.


The cost of any such Environmental
Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further action
contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as
a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case
of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the Collection
Account, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise
payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall,
except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform
such additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the




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conditions described in clauses (i)
and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and,
with respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including
delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental
insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy for the
benefit of the Certificateholders, the RR Interest Owners and the Trustee (as holder of the Lower-Tier Regular Interests).


(d)              
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied
with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any related Companion Loan,
and (ii) there has been no breach of any of the representations and warranties set forth in or required to be made pursuant to Section 6
of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted
Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as
it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby
authorized ((A) prior to the occurrence and continuance of a Control Termination Event (or with respect to any Serviced AB Whole
Loan, after the occurrence and during the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance
of a Control Termination Event) and (B) other than with respect to any Excluded Loan), with the consent of the Directing Certificateholder
at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if
such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged
Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified in writing the Rating Agencies, the
Trustee, the Certificate Administrator, the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event
and (B) other than with respect to any Excluded Loan) the Directing Certificateholder and the Risk Retention Consultation Parties,
in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator
shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s
Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder
as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to
have consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate
Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates).
To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor,
such fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect
such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


(e)              
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing
Certificateholder and the Risk




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Retention Consultation Parties (other than
with respect to any Excluded Loan), the Master Servicer and the 17g-5 Information Provider monthly regarding any actions taken by
the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan or defaulted Companion Loan as to which the environmental
testing contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both
such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related
Mortgage on such Mortgaged Property.


(f)               
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to
the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required
to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall
report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information and the Master
Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment
and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon request, the Master
Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.


(g)              
The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance
of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan
(and if applicable, the related Companion Loan) permit such an action.


(h)              
The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination
in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property
(other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s
Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder (other than with respect
to any Excluded Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance Determination Date.


(i)                
The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any collateral (other than “foreclosure
property” within the meaning of the REMIC Provisions) on behalf of any Trust REMIC unless (i) it receives an Opinion of Counsel
(the cost of which shall be paid by the Servicer as a Servicing Advance unless the Servicer determines that such Servicing Advance would
constitute a Nonrecoverable Advance) to the effect that such acquisition will not cause the imposition of a tax on any Trust REMIC (other
than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause any Trust
REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, or (ii) in the case of the membership interests
in a partnership or limited liability company only, both (A) the Special Servicer obtains all of the equity interests in such partnership
or limited liability company so that such entity becomes disregarded as an entity separate from the holder of such equity for income tax
purposes and (B) the assets of such entity consists of “foreclosure property” within the meaning of Section 860G(a)(8) of
the Code




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(determined without regard to the exception
applicable for purposes of Section 860D(a) of the Code). Notwithstanding the foregoing, the Special Servicer may, on behalf of the Trust
Fund but not on behalf of any Trust REMIC, obtain title to membership interests in a partnership or limited liability company for which
the foregoing requirements are not satisfied; provided, in which event such membership interests shall be deemed not to be an asset of
any Trust REMIC and all amounts received with respect to such membership interests or the sale of such membership interests shall be (i)
treated as payable to the Trust REMICs as credit enhancement amounts within the meaning of the REMIC Provisions or (ii) applied towards
the repayment of the collateral.


Section 3.10       
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage Loan
(other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a
notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special Servicer,
as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice
and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant
to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited. Within seven
(7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer
notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to
the Master Servicer or Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion
Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole
Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable
to the Collection Account.


(b)              
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release
signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to
the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to
the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the
Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion
Loan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited
into the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a)
have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released
by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original being released
upon termination of the Trust.


(c)              
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer
notifies the Trustee of an exigency) of




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receipt thereof, the Trustee shall execute
and deliver to the Special Servicer any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure
or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on
the Mortgage Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce
any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer
shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents
or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the
Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee
will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure
or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency or enforceability.


With respect to each Servicing
Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Intercreditor Agreement and
the related Non-Serviced PSA, and as appropriate for enforcing the terms of such Servicing Shift Whole Loan, as applicable, the related
Non-Serviced Master Servicer requests in writing delivery to it of the original Note, then the Custodian shall release or cause the release
of such original Note to the related Non-Serviced Master Servicer or its designee.


(d)              
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


Section 3.11       
Servicing Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be entitled
to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the portion of any REO
Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage Loan constituting a
“specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion Loan and REO Loan, the
Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance
of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage
Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the same period
respecting which any related interest payment due on such Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is computed.
The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with
respect to the related Mortgage Loan, except that if such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan
continues to be serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee
shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan
basis, from




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payments of interest on each Mortgage Loan,
Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The
Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of
that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan)
allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in the next two sentences,
the final paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c),
the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the
Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof). With respect to
each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of
such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a), additional
servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts to the extent
collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any consents, modifications, waivers, extensions
or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by
the related Intercreditor Agreement) that are Master Servicer Decisions; (ii) 50% of Excess Modification Fees related to any consents,
modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan,
to the extent not prohibited by the related Intercreditor Agreement) that are Major Decisions, regardless of who processes such decision
(provided, however, that the Master Servicer shall receive 0% of any COVID Modification Fees); (iii) 100% of all assumption application
fees received on Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the
related Intercreditor Agreement) to the extent the Master Servicer is processing the underlying transaction and 100% of all defeasance
fees (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees
in connection with a defeasance that the Special Servicer is entitled to under this Agreement); (iv) 100% of assumption, waiver,
consent, earnout and processing fees and similar fees pursuant to Section 3.08 and Section 3.18 or other actions
performed in connection with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to
the extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions; provided that with respect
to such transactions, the consent of the Special Servicer is not required to take such actions; and (v) 50% of all assumption, waiver,
consent and earnout fees and similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08
and Section 3.18 on any Non-Specially Serviced Loan (including any related Serviced Companion Loan, to the extent not
prohibited by the related Intercreditor Agreement) where the action is a Major Decision (whether or not processed by the Special Servicer).
In addition, the Master Servicer shall be entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced
Mortgage Loan) any reasonable review fees for processing Mortgagor requests, beneficiary statements or demands, to the extent such beneficiary
statements or demands were prepared by the Master Servicer, and other customary charges, in each case only to the extent actually paid
by the related Mortgagor and shall not be required to deposit such amounts in the Collection Account or the Companion Distribution Account




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pursuant to Section 3.04(a) or
Section 3.04(b), respectively, any and all amounts collected for checks returned for insufficient funds relating to the accounts
held by the Master Servicer and late payment charges and default interest paid by the Mortgagors (that accrued while the related Mortgage
Loans (other than any Non-Serviced Mortgage Loan) or any related Serviced Companion Loan (to the extent not prohibited by the related
Intercreditor Agreement) were not Specially Serviced Loans), but only to the extent such late payment charges and default interest are
not needed to pay interest on Advances or certain additional trust fund expenses (including Special Servicing Fees, Workout Fees and Liquidation
Fees) incurred with respect to the related Mortgage Loan or, if provided under the related Intercreditor Agreement, any related Serviced
Companion Loan since the Closing Date. Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional
servicing compensation in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest
or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution Account in accordance
with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the
period from and including the prior Distribution Date to and including the Master Servicer Remittance Date related to the current Distribution
Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the
related Mortgage Loan to be paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment
Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during
the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required
to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation,
payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy insuring against
hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection
Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer
and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge
its respective portion of such fee; provided that (without the consent of the affected party) (A) neither the Master Servicer
nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to
the extent either the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share
in any part of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer
shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the
Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer. If
the Special Servicer decides not to charge any fee (other than penalty charges), the Master Servicer shall nevertheless be entitled to
charge its portion of the related fee to which the Master Servicer would have been entitled if the Special Servicer had charged a fee
and the Special Servicer shall not be entitled to any of such fee charged by the Master Servicer.




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Notwithstanding anything
herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review fees
in connection with any Mortgagor request to the extent such fees are not prohibited under the related Mortgage Loan documents and are
actually paid by or on behalf of the related Mortgagor. Notwithstanding anything herein to the contrary, Midland Loan Services, a Division
of PNC Bank, National Association may, at its option, assign or pledge to any third party or retain for itself the Transferable Servicing
Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion
of the Transferable Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the
Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who
requires market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such
assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction.
The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and
to the extent the Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination
of Midland Loan Services, a Division of PNC Bank, National Association hereunder (subject to reduction pursuant to the preceding sentence).


(b)              
As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with
respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to a Non-Serviced
Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the
Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially Serviced Loan or REO Loan,
as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be,
and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such
Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special Servicing Fee with respect to any Specially Serviced
Loan or REO Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan. The Special Servicing
Fee shall be payable monthly, on a loan-by-loan basis, in accordance with the provisions of Section 3.05(a). The right
to receive the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special
Servicer’s responsibilities and obligations under this Agreement. The Special Servicer shall not be entitled to any Special Servicing
Fees with respect to a Non-Serviced Mortgage Loan.


(c)              
Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications, waivers,
extensions or amendments of any Specially Serviced Loans and 100% of COVID Modification Fees, (ii) 100% of all assumption application
fees and assumption fees and other related fees received on any Specially Serviced Loans and 100% of such assumption application fees
and other related fees for all Non-Specially Serviced Loans to the extent the Special Servicer is processing the underlying assumption
transaction, (iii) 100% of waiver, consent and earnout fees and similar fees, pursuant to Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid by the
related Mortgagor, (iv) 50% of all Excess Modification Fees (other than COVID Modification Fees) and assumption, consent and




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earnout fees and similar fees pursuant to Section 3.08
or Section 3.18 or other actions performed in connection with this Agreement and 50% of all earnout fees received in all cases
with respect to all Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the
related Intercreditor Agreement) to the extent the matter involves a Major Decision, regardless of who processes such decision, (v) late
payment charges and default interest paid by the Mortgagors and accrued while the related Mortgage Loans (including the related Companion
Loan, if applicable, and to the extent not prohibited by the related Intercreditor Agreement) were Specially Serviced Loans and that are
not needed to pay interest on Advances or certain additional trust fund expenses (including Special Servicing Fees, Workout Fees and Liquidation
Fees) with respect to the related Mortgage Loan (including the related Companion Loan, if applicable, to the extent not prohibited by
the related Intercreditor Agreement) since the Closing Date, (vi) with respect to accounts held by the Special Servicer, 100% of charges
by the special servicer collected for checks returned for insufficient funds; and (vii) 100% of charges for beneficiary statements or
demands actually paid by the Mortgagors to the extent such beneficiary statements or demands were prepared by the Special Servicer, shall
be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid
by the Mortgagor and shall not be required to be deposited in the Collection Account pursuant to Section 3.04(a). Notwithstanding
the foregoing, the Special Servicer may also charge reasonable review fees in connection with any Mortgagor request to the extent actually
paid by the Mortgagor. Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation
in the form of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income
earned on deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior
Distribution Date to and including the Master Servicer Remittance Date related to such Distribution Date). In addition, the Special Servicer
shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation (other than with respect to any Non-Serviced
Mortgage Loan), reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under
the related Mortgage Loan documents, and are actually paid by or on behalf of the related Mortgagor. The Special Servicer shall also be
entitled to additional servicing compensation in the form of a Workout Fee equal to the lesser of (i) the amount calculated with respect
to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan and (ii) $1,000,000 in
the aggregate with respect to any particular workout of a Corrected Loan; provided, however, that after receipt by the Special
Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout Fees in excess of such amount
shall be reduced by the Excess Modification Fee Amount; provided, further, however, that in the event the Workout Fee collected
over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer shall be entitled to
an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the
total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) to
be $25,000. The Workout Fee shall be reduced (but not below zero) pursuant to the preceding sentence with respect to each collection on
such Corrected Loan from which fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted
in full. The Workout Fee with respect to any Corrected Loan will




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cease to be payable if such loan again becomes
a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes
a Corrected Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the
Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable
in respect of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation
except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the Special
Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which
the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification,
restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special
Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive
timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely
Periodic Payments. The successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer will
not be entitled to receive any Workout Fees after termination for cause. A Liquidation Fee will be payable with respect to each Specially
Serviced Loan (other than a Non-Serviced Mortgage Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which
the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the
definition of Liquidation Fee (such Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds).
If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special
Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds
and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein
to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect
to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout Fee
and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor
Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement, as provided herein
as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer will also be entitled
to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of its own funds all expenses incurred
by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management
fees in respect of REO Properties, due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy obtained
by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable
directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except
as expressly provided in this Agreement.


With respect to any of the
preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the Master Servicer
and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge




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its respective portion of such fee; provided
that (A) neither the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of
any such fee due to the other and (B) to the extent either the Master Servicer or the Special Servicer exercises its right to reduce
or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion
of such fee shall not have any right to share in any part of the other party’s portion of such fee.  If the Master Servicer
decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the
Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any
of such fee charged by the Special Servicer.


With respect to a Mortgage
Loan (or Serviced Companion Loan) that is a Specially Serviced Loan solely because of an event described in clause (iv) or (x) of the
definition of “Servicing Transfer Event”, the Special Servicer shall not be entitled to a Workout Fee or any fee payable by
the related Mortgagor only during any Imminent Default Workout Fee Restricted Period. Thereafter, the Special Servicer shall be entitled
to any Workout Fee or any other fee payable by the related Mortgagor and due the Special Servicer in accordance with the terms of this
Agreement.


With respect to a Mortgage
Loan (or Serviced Companion Loan) that is a Specially Serviced Loan solely because of an event described in clause (iv) of the definition
of “Servicing Transfer Event”, the Special Servicer shall not be entitled to a Liquidation Fee or any fee payable by the related
Mortgagor only during any Imminent Default Liquidation Fee Restricted Period. Thereafter, the Special Servicer shall be entitled to any
Liquidation Fee or any other fee payable by the related Mortgagor and due the Special Servicer in accordance with the terms of this Agreement.


(d)              
In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any
related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the
Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable (and, in connection
with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer
or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with respect to a Non-Serviced
Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the
Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced Mortgage Loan, the related trust
for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non-Serviced PSA, which resulted in
an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor Agreement) with respect
to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (including
Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections by the Special Servicer and all
unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan. Penalty Charges (other than with respect to a Non-Serviced
Mortgage Loan, which shall be payable as additional




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servicing compensation under the related Non-Serviced
PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any related
Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage Loan
during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing
compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special Servicer,
on a pro rata basis, based on the Master Servicer’s and Special Servicer’s respective entitlements to such compensation
described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion Loan will be allocated
pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses
of the Trust in accordance with this Section 3.11(d).


If a Servicing Shift Whole
Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the Special Servicer shall service
and administer such Servicing Shift Whole Loan and any related REO Property in the same manner as any other Specially Serviced Loan or
Serviced REO Property and shall be entitled to all rights and compensation earned with respect to such Serviced Whole Loan as Special
Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage Loan, prior to the applicable Servicing Shift Securitization
Date, no other special servicer will be entitled to any such compensation or have such rights and obligations. If a Servicing Shift Whole
Loan is still a Specially Serviced Loan on the applicable Servicing Shift Securitization Date, the Non-Serviced Special Servicer and the
Special Servicer shall be entitled to compensation with respect to such Servicing Shift Whole Loan as if the Special Servicer were being
terminated as the Special Servicer with respect to such Servicing Shift Whole Loan and the Non-Serviced Special Servicer were replacing
the Special Servicer as the successor Special Servicer with respect to such Servicing Shift Whole Loan.


If a Servicing Shift Whole
Loan is being specially serviced on the applicable Servicing Shift Securitization Date, the Special Servicer shall be entitled to compensation
for the period during which it acted as Special Servicer with respect to such Whole Loan, including its share of any liquidation or workout
fees and any additional servicing compensation as well as all surviving indemnity and other rights in respect of such special servicing
role under this Agreement.


(e)              
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within
two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the Certificate
Administrator, without charge and on the Master Servicer Remittance Date, an electronic report (which may include HTML, Word or Excel
compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate Administrator and
the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special
Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that no such report shall be due in
any month during which no Disclosable Special Servicer Fees were received.




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(f)              
 The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in respect
of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure
of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under
this Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition shall not apply
to Permitted Special Servicer/Affiliate Fees.


(g)              
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer
in writing at least two (2) Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual Property
Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent sufficient funds
are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance
with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


Section 3.12       
Inspections; Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other
than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or more at least
once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months, in each case, commencing
in the calendar year 2023; provided, however, that if a physical inspection has been performed by the Special Servicer in
the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical
inspection, the Master Servicer will not be required to perform or cause to be performed, such physical inspection; provided, further,
that if any scheduled payment becomes more than sixty (60) days delinquent on the related Mortgage Loan, the Special Servicer shall inspect
or cause to be inspected the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan
and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by the Special
Servicer pursuant to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not
paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from
the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such
cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan,
in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from
the related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced Mortgage Loan
and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of the related
Serviced Mortgage Loan and Serviced Pari Passu Companion Loan (provided that, with respect to any AB Subordinate Companion Loan,
the foregoing shall not limit or otherwise




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modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer or the
Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition
of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy
in the Mortgaged Property that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer or abandonment
of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse
change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
and that the preparer of such report deems material, (iv) any visible material waste committed on the Mortgaged Property of which
the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged
Property. The Special Servicer and the Master Servicer shall deliver or, if applicable, make available on its website a copy (in electronic
format) of each such report prepared by the Special Servicer or the Master Servicer, as applicable, to the other party, to the Directing
Certificateholder ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan) and to the Trustee within seven (7) Business Days after the later of (i) the completion of such report or (ii) the
Special Servicer’s or the Master Servicer’s, as applicable, receipt of such report, provided that the Special Servicer
or the Master Servicer, as applicable, shall use reasonable efforts consistent with the Servicing Standard to obtain such report within
30 days after completion of the related inspection. Within five (5) Business Days after request for copies of such reports by the Rating
Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of
each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting
to the 17g-5 Information Provider’s Website. In respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence
of a Consultation Termination Event, the Master Servicer shall deliver or make available a copy of each such report to the Directing Certificateholder
and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).


(b)              
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make efforts consistent with the Servicing Standard to collect promptly (and in connection with the preparation of
the reports described in the following paragraph, review) from each related Mortgagor quarterly and annual operating statements, financial
statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor,
whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents and any other reports or
documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items
is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan) documents. The Master Servicer and the
Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not
required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the Special Servicer shall cause
quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect
all such items promptly




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following their preparation. The Special Servicer
shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer shall make available
on its website copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder
and the Depositor, in electronic format, in each case within thirty (30) days of its receipt thereof, but in no event, in the case of
annual statements, later than June 30 of each year commencing June 30, 2022. Upon the request of any Privileged Person (other than
the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver electronic copies
of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. The Master Servicer or Special
Servicer, as applicable, shall, upon the request of any NRSRO, deliver copies of all or any of the foregoing items so collected thereby
to the 17g-5 Information Provider pursuant to Section 3.13(c).


Furthermore, with respect
to any Mortgage Loan (and each Serviced Companion Loan), if the related Mortgage Loan documents provide for the annual or quarterly testing
of financial conditions of the related Mortgagor and/or Mortgaged Property (e.g. debt yield tests, debt service coverage ratio tests and/or
loan-to-value ratio tests) in connection with cash management triggers or the commencement of additional required Escrow Payments, the
Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially Serviced Loan,
as applicable (only to the extent the related information required for such testing is to be delivered to the Master Servicer or Special
Servicer pursuant to the related Mortgage Loan Documents and is actually delivered to either the Master Servicer or the Special Servicer),
shall use reasonable efforts to conduct such financial testing within the timeframes contemplated by such Mortgage Loan documents.


Within forty-five (45) days
after receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible for servicing hereunder, or the
Special Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non-Serviced Mortgaged Property), of any
quarterly and annual operating statements or rent rolls beginning with the quarter ending June 30, 2022 and the calendar year ending December
31, 2022 (solely to the extent the related Mortgagor provides sufficient information to report pursuant to CREFC® guidelines) with
respect to any Mortgaged Property or REO Property, such Master Servicer or Special Servicer, as applicable, shall, based upon such operating
statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CREFC®
NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report, but only to the extent the related borrower
is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information,
presenting the computations to “normalize” the full year net operating income and debt service coverage numbers used by the
Master Servicer to prepare the CREFC® Comparative Financial Status Report; provided that any such CREFC®
Operating Statement Analysis Report and/or CREFC® NOI Adjustment Worksheet shall not be required to be prepared or updated
with respect to year-end or the first calendar quarter of each year to the extent provided by the then-current CREFC®
Investor Reporting Package. Upon the occurrence and continuation of a Servicing Transfer Event, the Master Servicer shall provide the
Special Servicer with all prior CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets
for the related Mortgage Loan (including underwritten figures), and the Special Servicer’s obligations hereunder shall be subject
to its having received all such reports. The Master Servicer and




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Special Servicer shall, upon request, deliver
copies electronically of all operating statements and rent rolls received from any Mortgagor to the 17g-5 Information Provider pursuant
to Sections 3.13(c) and 3.13(d), and the Master Servicer and Special Servicer shall, upon request, make available to the
other and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder electronically monthly copies
of all the foregoing items so collected thereby. All CREFC® Operating Statement Analysis Reports and CREFC®
NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced
Mortgaged Property) and REO Property (other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward copies
(in electronic format) thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation
and each material revision thereof) to the Certificate Administrator and, upon the request of any NRSRO, the 17g-5 Information Provider
(and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website), and upon request,
shall make such items available to the Operating Advisor, the Directing Certificateholder, and with respect to any Serviced Companion
Loan, the related Companion Holder and the Special Servicer. The Master Servicer shall maintain a CREFC® Operating Statement
Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other than a Non-Serviced
Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


(c)              
At or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver or
cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports with respect to the Specially Serviced Loans (excluding, for
the Directing Certificateholder, any Excluded Loans) and any REO Properties (other than a Non-Serviced Mortgaged Property), providing
the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business
Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master
Servicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent Loan Status
Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (iii) a CREFC®
REO Status Report, (iv) a CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment
Worksheet and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets,
operating statements and rent rolls submitted by the Mortgagor.


(d)              
Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning June 2022, the Master Servicer
shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files: (A) to the extent the Master Servicer has received the CREFC® Special Servicer
Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(c) by the Special




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Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File, (F) CREFC®
Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report
and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from
the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date
beginning June 2022, the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator
any applicable CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC®
REO Liquidation Reports received from the Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior
to the Distribution Date beginning in June 2022, the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator
via electronic format the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template,
if provided for such Distribution Date. In no event shall any report described in this subsection be required to reflect information that
has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as
of the close of business on the Business Day prior to the Business Day on which the report is due.


Not later than 5:00 p.m.
(New York City time) two calendar days (or if the second calendar day is not a Business Day, then the immediately succeeding Business
Day) following the Distribution Date beginning June 2022, the Master Servicer shall deliver to the Certificate Administrator the CREFC®
Schedule AL File in EDGAR-Compatible Format; provided that the Master Servicer shall have no obligation to prepare or deliver any
such CREFC® Schedule AL File or Schedule AL Additional File unless the Depositor has delivered the items required by Section 2.01(j).
If the CREFC® Schedule AL File or Schedule AL Additional File is not provided by the time set forth in the immediately
preceding sentence, the Certificate Administrator shall request such CREFC® Schedule AL File from the Master Servicer via
email at NoticeAdmin@midlandls.com, with a copy to the Depositor at US_CMBS_Notice@jpmorgan.com. In preparing the CREFC®
Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or
verification, the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy
and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation S-K under the
Securities Act as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex A-1
to the Prospectus. The Master Servicer may concurrently with the delivery of the related CREFC® Schedule AL File, deliver
any related Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC® Schedule
AL File and the Schedule AL Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer
shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless, solely with respect
to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional
Files to the Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content,
completeness or accuracy of the information contained in any CREFC® Schedule AL File or any Schedule AL Additional File.




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In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.


(e)              
The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively rely
on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer
pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer to the Certificate
Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information
or reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent
that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c),
the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received
the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay
in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely provide any
information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.


(f)               
Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise
required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent
the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special
Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of
information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such
information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing
Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate
in its reasonable discretion (without suggesting liability on the part of any other party hereto).


(g)              
Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy
such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement,
report or information in a commonly used electronic format or (z) except with respect to information to be provided to the Certificate
Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
making such statement, report or information available on the Master Servicer’s Internet website, unless this Agreement expressly
specifies a particular method of delivery.




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Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other
information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master
Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy
of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall
follow upon the correction of such system problems.


Section 3.13       
Access to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide or cause
to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and
to any Certificateholder or any RR Interest Owner that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations,
and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder and
any RR Interest Owner, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage
Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the
related Companion Loan, and the Trust within its control which may be required by applicable law. At the election of the Master Servicer,
the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of
copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall
be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on
its own behalf or on behalf of the Certificateholders and the RR Interest Owners, as applicable) of a sum sufficient to cover the reasonable
out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator or the Custodian.


The failure of the Master
Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation
shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13,
the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it
is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided
by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the
execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s Internet website; (iii) withhold
access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in
the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related
Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement
to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed
by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer




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or the Special Servicer, as the case may be,
determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate
applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the
Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the
Trust or the Trust or otherwise materially harm the Trust or the Trust. Without limiting the generality of the foregoing, the Master Servicer
or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders
with respect to a workout or exercise of remedies as to any particular Mortgage Loan.


Upon the reasonable request
of any Certificateholder or any RR Interest Owner (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole
Loan, the holder of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable
satisfaction, the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder, such RR Interest
Owner or holder of such AB Subordinate Companion Loan, as applicable) copies of any appraisals, operating statements, rent rolls and financial
statements (in each case, solely relating to the related Serviced Whole Loan, if requested by the holder of the an AB Subordinate Companion
Loan) obtained by the Master Servicer; provided that, in connection therewith, the Master Servicer may require a written confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer, generally to the
effect that such Person is a Holder of Certificates, a beneficial holder of Book-Entry Certificates (or an investment advisor for
a Certificateholder, an RR Interest Owner or beneficial holder of Book-Entry Certificates) or holder of such AB Subordinate Companion
Loan and a Privileged Person and will keep such information confidential and shall use such information only for the purpose of analyzing
asset performance and evaluating any continuing rights the Certificateholder and the RR Interest Owner or holder of such AB Subordinate
Companion Loan, as applicable, may have under the Trust. For the avoidance of doubt, the Master Servicer shall not make any Asset Status
Reports available to any Certificateholders or any RR Interest Owner on its website. None of the parties to this Agreement shall provide
any Asset Status Report or any Final Asset Status Report to the Certificate Administrator.


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specially provided
for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder, RR
Interest Owner or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


(b)            
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date
Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to
the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were
prepared by or delivered to the Certificate Administrator in electronic format:


(i)               
The following documents, which will initially be made available under a tab or heading designated “deal documents”:




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(A)            
 the Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to
the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


(B)             
this Agreement and any amendments and exhibits hereto;


(C)             
each Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing Date;


(D)            
the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


(E)           
the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


(ii)              
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


(A)            
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect
to the Trust through the EDGAR system;


(iii)             
The following documents, which will initially be made available under a tab or heading designated “periodic reports”:


(A)            
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02; and


(B)             
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
Summary File, the CREFC® Property File, each of the “surveillance reports” identified as such in the definition
of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating
Statement Analysis Report and the CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report
to the extent delivered by the Master Servicer pursuant to this Agreement from time to time;


(iv)             
The following documents, which will initially be made available under a tab or heading designated “additional documents”:


(A)            
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


(B)             
all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);




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(C)             
 any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;


(D)            
the CREFC® Appraisal Reduction Amount Template or a detailed worksheet showing the calculation of each Appraisal
Reduction Amount, Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis; and


(E)             
all Operating Advisor Annual Reports;


(v)              
The following documents, which will initially be made available under a tab or heading designated “special notices”:


(A)            
any notice with respect to a release pursuant to Section 3.09(d);


(B)             
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e);


(C)             
any notice of final payment on the Certificates or the RR Interest delivered to the Certificate Administrator pursuant to Section 4.01(h);


(D)            
any notice of the occurrence of any Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered
pursuant to Section 7.01;


(E)             
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice
required to be delivered to the Certificateholders or the RR Interest Owners pursuant to Section 12.01;


(F)             
any Asset Review Report Summary received by the Certificate Administrator;


(G)            
[Reserved];


(H)            
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(I)               
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(J)               
any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;


(K)            
any notice of termination pursuant to Section 9.01;




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(L)             
 any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the
acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26
or Section 12.03, respectively;


(M)           
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to
Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant
to Section 12.05(b);


(N)            
any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by
the Operating Advisor in connection with such recommendation;


(O)            
any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;


(P)             
any notice of the occurrence of an Operating Advisor Termination Event;


(Q)            
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


(R)             
any Proposed Course of Action Notice;


(S)             
any assessments of compliance delivered to the Certificate Administrator;


(T)             
any attestation reports delivered to the Certificate Administrator;


(U)            
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s website
pursuant to Section 5.06; and


(V)            
any notice or document provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post same to the “Special Notice” tab;


(vi)             
the “Investor Q&A Forum” pursuant to Section 4.07(a);


(vii)          
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to
Section 4.07(b); and


(viii)          
the “U.S. Risk Retention Special Notices” tab shall include any notices provided by the Retaining Sponsor in satisfaction
of the Risk Retention Rules;


provided that with respect to a Control
Termination Event or a Consultation Termination Event deemed to exist due solely to the existence of an Excluded Loan, the Certificate
Administrator will only be required to make available such notice of the occurrence and continuance of a




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Control Termination Event or the notice of
the occurrence and continuance of a Consultation Termination Event to the extent the Certificate Administrator has been notified of such
Excluded Loan.


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in clause
(viii) above, include a fixed statement in the Distribution Date Statement that risk retention notices, if any, can be found on the “U.S.
Risk Retention Special Notices” tab. The Certificate Administrator shall, in addition to posting the applicable notices on the “U.S.
Risk Retention Special Notices” tab described in clause (viii) above, provide email notification to any Privileged Person (other
than Financial Market Publishers) that has registered to receive access to the Certificate Administrator’s Website that a notice
has been posted to the “U.S. Risk Retention Special Notices” tab.


Notwithstanding the description
set forth above, for purposes of obtaining information or access to the Certificate Administrator’s Website, all Excluded Information
shall be made available under one separate tab or heading rather than under the headings described above in the preceding paragraph.


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and (B)
above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the
Certificate Administrator, the Certificate Administrator shall make certain other information and reports related to the Mortgage Loans
available through its Internet website.


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” on the
Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii) above)
and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the
related Excluded Controlling Class Loan(s)). The “U.S. Risk Retention Special Notices” tab shall be available to Privileged
Persons (other than any Financial Market Publisher).


Any Person (other than the
Directing Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only be entitled to access the Distribution
Date Statements and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase
Agreements and the SEC filings on the Certificate Administrator’s Website. In the case of the Directing Certificateholder or a Controlling
Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form of an investor certification substantially
in the form Exhibit P-1E and upon delivery to the Certificate Administrator in physical form of an investor certification substantially
in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder,
such Excluded Controlling Class Holder shall be entitled to access all information (other than the Excluded Information with respect to
any Excluded Controlling Class Loans (unless a loan-by-loan




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segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available
on the Certificate Administrator’s Website.


In the case of the Directing
Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an Investor
Certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling Class Certificateholder
shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an Investor Certification in the form of
Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person
is not an Excluded Controlling Class Holder and (ii) an Investor Certification in the form of Exhibit P-1D hereto from the
Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder
with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder or a Controlling Class Certificateholder
becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such
party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and
shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink
User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling
Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation
from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new Investor
Certification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website,
except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling
Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master
Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior
to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s
Website such Excluded Information (and, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole
Loans, as applicable.


Notwithstanding anything
herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially in the form of
Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special




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Servicer, the Operating Advisor or the Certificate
Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is
an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related
Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master
Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice
that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on
the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance with
Section 3.32(a).


Each of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an Investor Certification substantially in the form of
Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder
or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s
Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder
shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the
related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing
Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved in the management of any investment in the
related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or
indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


To the extent a Risk Retention
Consultation Party or a VRR Interest Owner receives access pursuant to this Agreement to any information solely related to a Mortgage
Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset Status Reports (or
summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer
and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s
net present value determination or any Appraisal Reduction Amount calculations, and any Officer’s Certificates delivered by the
Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information of other Mortgage
Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such information, the Risk Retention
Consultation Party or VRR Interest Owner, as applicable, shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or VRR
Interest Owner, as applicable, or any of its Affiliates involved in the management of any investment in the related Borrower Party or
the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in
the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies




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and procedures in place in order to comply
with the obligations described in clause (i) above. For the avoidance of doubt, for the purposes of this paragraph, any file or
report contained in the CREFC® Investor Reporting Package (“CREFC® IRP”) (other than
the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered information that is aggregated
with information of other Mortgage Loans at a pool level.


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available on
its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared
by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed
by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not
be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information was included
in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate
Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding the Certificate Administrator’s
Website can be directed to the Certificate Administrator’s CMBS customer service desk at (866) 846-4526.


(c)              
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “Benchmark 2022-B32” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other
delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


(i)                 
any notices of waivers under Section 3.08(c);


(ii)               
any Final Asset Status Report delivered by the Special Servicer under Section 3.19(d);


(iii)             
any notice of final payment on the Certificates or the RR Interest;


(iv)             
any environmental reports delivered by the Special Servicer under Section 3.09(e);


(v)              
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;




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(vi)           
 any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or Section 11.10;


(vii)                     any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


(viii)         
any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating
Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


(ix)             
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


(x)               
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


(xi)              
any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the
successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


(xii)            
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


(xiii)           
any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to
Section 7.01;


(xiv)          
any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;


(xv)           
any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(ix);


(xvi)          
any Operating Advisor Annual Report pursuant to Section 3.26;


(xvii)        
any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5
Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or regarding
any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related
Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement;
provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held
pursuant to Section 3.13(g);


(xviii)      
any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07,




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Section 3.07(a), Section 3.12,
Section 3.17(c), Section 3.18(e), Section 11.09 or Section 11.10; and


(xix)          
any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will
be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time,
or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time; provided,
however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance with Section 3.13(d).
The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to
be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information
Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5
Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting
such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent
such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access shall
be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2
hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency
requests access to the 17g-5 Information Provider’s Website, access shall be granted by the 17g-5 Information Provider on the same
Business Day, provided that such request is made prior to 2:00 p.m., New York City time, on such Business Day, or if received after
2:00 p.m., New York City time, on the following Business Day. Questions regarding delivery of information to the 17g-5 Information
Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “Benchmark 2022-B32”
in the subject line).


Upon delivery by the Depositor
to the 17g-5 Information Provider of information designated by the Depositor as pre-closing information from the Depositor’s 17g-5
Website (the “Pre-close Information”), the 17g-5 Information Provider shall make such information available only to
the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant to this Section 3.13(c). Such information
shall be provided to the 17g-5 Information Provider via electronic media and delivered to the 17g-5 Information Provider as mutually agreed.
The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-close Information or any other
information on the 17g-5 Information Provider’s Website to any designee or third party.


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional
information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information
Provider electronically in accordance with this Section 3.13. In no event




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shall the 17g-5 Information Provider disclose
on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.


Except as provided in Section 3.13(d)
below, the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice
or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to
the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


The 17g-5 Information Provider
shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information was received
and that it has been posted. The 17g-5 Information Provider shall notify each Person that has signed-up for access to the 17g-5 Information
Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5
Information Provider’s Website and such notice shall specifically identify such document in the subject line or otherwise in the
body of the email notice. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used
by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such
general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form
of Exhibit P-2 hereto.


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail at
17g5informationprovider@wellsfargo.com, specifically with a subject reference of “Benchmark 2022-B32” and an identification
of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.


(d)              
The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates
to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information Provider
and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe provided
in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able to post such
information in accordance with the timeframe in Section 3.13(c), then it shall post such information within a reasonable time.


(e)              
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be provided
by the Certificate Administrator to third parties (including Financial Market Publishers) with the consent of the Depositor, and providing
such information shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available
to such third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted
electronically via the Certificate Administrator’s Website.


(f)               
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise




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make available, solely with respect to the
Master Servicer, through the Master Servicer’s Internet website or, with respect to the Master Servicer or the Special Servicer,
otherwise, any additional information relating to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced
Companion Loan, the Mortgaged Properties (other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the
Depositor, the Underwriters and any other Persons who deliver an Investor Certification in accordance with this Section 3.13
and the Rating Agencies (collectively, the “Disclosure Parties”) (only to the extent such additional information is
simultaneously delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance
with the provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate
the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the
recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification,
(y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through”
confidentiality agreement if such information is being provided through the Master Servicer’s Internet website, and (B) acknowledge
that the Master Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition,
to the extent access to such information is provided via the Master Servicer’s Internet website, the Master Servicer may require
registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential
nature of such information. In connection with providing access to or copies of the information described in this Section 3.13(f)
to current or prospective Certificateholders or the RR Interest Owners the form of confidentiality agreement used by the Master Servicer
or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder or an RR Interest Owner, an Investor Certification
executed by the requesting Person indicating that such Person is a Holder of Certificates or the RR Interest Owners and will keep such
information confidential (except that such Certificateholder or such RR Interest Owner may provide such information (x) to its auditors,
legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such Ownership Interest or prospective Ownership Interest and agrees
to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or
an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate
or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder
or such RR Interest Owner may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered
investment advisor acting on behalf of a current or prospective Certificateholder or RR Interest Owner, the Investor Certification shall
be executed and delivered by both the investment advisor and such current or prospective Certificateholder or RR Interest Owner.


Neither the Master Servicer
nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation
of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be




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responsible or have any liability for the completeness
or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13 unless such information
was produced by the Master Servicer or Special Servicer, as applicable.


(g)              
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated)
to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage
Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor
Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing
and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c)
the same day such communication takes place; provided, further, that the summary of such oral communications shall not identify
which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth in Section 3.13(c).


(h)              
The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence
and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports), or Certificateholders
generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


(i)                
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral
or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or
the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary
servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor,
the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations in general; provided
that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not
provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review
and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such
information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s
Website; or (z) the Rating Agency confirms in writing that it does not intend to use such information in undertaking credit rating
surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information delivered
under this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach
of this Agreement or any other confidentiality agreement to which such Rating Agency is subject) or comprised of




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information collected by the applicable Rating
Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have access
to) other than pursuant to this Section 3.13(i).


(j)                
The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall
not be additional expenses of the Trust, but shall be borne by the applicable party hereto.


Section 3.14       
Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (directly or through a
single member limited liability company established for that purpose) and thus such Mortgaged Property becomes an REO Property, the deed
or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary
servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and the RR Interest
Owners and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of
the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar
year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension of
time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided
in the then applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the
Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator and the Master
Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator and the Master Servicer, to the effect that the
holding by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred
will not cause an Adverse REMIC Event to occur. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i)
of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding
sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion
of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


(b)              
The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and
apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one
or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders, the RR Interest Owners and, if applicable,
on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible
Account. The Special Servicer shall deposit, or cause to




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be deposited, in the REO Account, within two
(2) Business Days after receipt of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and
Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance
with Section 3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer
of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.


(c)              
The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing,
maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO
Property. On the later of the date that is (x) on or prior to the Determination Date (or with respect to a Serviced Companion Loan, on
the Business Day preceding each Serviced Whole Loan Remittance Date) or (y) two (2) Business Days after such amounts are received and
properly identified and determined to be available, the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer,
which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received
in respect of each REO Property during the most recently ended Collection Period, net of (i) any withdrawals made out of such amounts
pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however,
that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may
be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related
expenses for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c),
the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit
in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special
Servicer on the day the Master Servicer receives the written accounting as provided in the previous sentence.


(d)              
The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting
for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


Section 3.15       
Management of REO Property. (a)  If title to any REO Property is acquired, the Special Servicer shall manage,
consent, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders,
the RR Interest Owners and the related Companion Holders, and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the
purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion
Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result
in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all
things in connection therewith as are in the best interests of and for the benefit of the Certificateholders and the RR Interest Owners
(and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests)




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all as a collective whole (taking into account
the subordinate or pari passu nature of any Companion Loans, as applicable) (as determined by the Special Servicer in its reasonable
judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced
Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer
may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure
property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests
of Certificateholders and the RR Interest Owners and, if applicable, any related Companion Holder(s) on a net after-tax basis as compared
with net leasing such REO Property or operating such REO Property on a different basis. In connection therewith, the Special Servicer
shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such properly
identified and available funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related
REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds
necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:


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


(ii)             
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


(iii)             
any ground rents in respect of such REO Property, if applicable; and


(iv)             
all costs and expenses necessary to maintain and lease such REO Property.


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through
(iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance
with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary for such purposes
unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate
Administrator and (in respect of any Mortgage Loan other than an Excluded Loan, and prior to the occurrence of a Consultation Termination
Event) the Directing Certificateholder) such advances would, if made, constitute Nonrecoverable Servicing Advances.


(b)              
Without limiting the generality of the foregoing, the Special Servicer shall not:


(i)                  
permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will
give rise to any income that does not constitute Rents from Real Property;


(ii)               
permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;




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(iii)             
 authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon,
and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage
Loan, became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


(iv)            
Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any
date more than ninety (90) days after its acquisition date;


unless, in any such case, the Special Servicer
has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that
such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may take such actions as are
specified in such Opinion of Counsel.


(c)             
The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within
ninety (90) days of the acquisition date thereof, provided that:


(i)               
the terms and conditions of any such contract may not be inconsistent with this Agreement and shall reflect an agreement reached
at arm’s length;


(ii)              
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of
the nature and locality of the Mortgaged Property;


(iii)             
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs and
expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in
subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs and expenses) to
the Special Servicer upon receipt;


(iv)            
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation
and management of any such REO Property; and


(v)              
the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing Standard.


The Special Servicer shall
be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification.


(d)                        When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a
statement prepared by the Special Servicer




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setting forth the amount of net income or net
loss, as determined for federal income tax purposes, resulting from the operation and management of a trade or business on, the furnishing
or rendering of a non-customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property
in respect of, any REO Property in accordance with Sections 3.15(a) and 3.15(b).


Section 3.16        Sale
of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a
Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within
thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing
Standard; provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with
respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably
practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time
to time, adjust its fair value determination based upon changed circumstances, new information and other relevant factors, in each
instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard including,
without limitation, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the
state of the local economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the
initial fair value determination and any adjustment to its fair value determination.


(ii)              
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially
Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing the other,
any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor Agreement
in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender, as applicable, shall, notwithstanding
anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan and cure defaults relating
thereto as and to the extent set forth in the related Intercreditor Agreement.


(iii)            
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously exercised
the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit
offers for each Defaulted Loan on behalf of the Certificateholders, the RR Interest Owners and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when
the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted
pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Certificateholders
and the RR Interest Owners and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain




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limited circumstances permitted under
the related Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced
Companion Loan by the applicable Non-Serviced Special Servicer for the related Non-Serviced Whole Loan, the Special Servicer shall be
entitled to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing
and (ii) after consulting with the Risk Retention Consultation Parties pursuant to Section 6.08(a), in each case, provided
such Non-Serviced Mortgage Loan is not an Excluded Loan) such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing
Standard that such action would be in the best interests of the Certificateholders and the RR Interest Owners and, Special Servicer shall
be entitled to a Liquidation Fee to the same extent that the Special Servicer would be entitled to such Liquidation Fee had such Non-Serviced
Mortgage Loan been a Serviced Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the
Master Servicer, the Operating Advisor and (other than in respect of any Excluded Loan) the Directing Certificateholder not less than
ten (10) Business Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days’) prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase
Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price (provided that it gives at least ten (10)
Business Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days’) prior
written notice of its intention to purchase such Defaulted Loan to the Directing Certificateholder and there is no higher offer within
such time) or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


(iv)             
(A)  In the case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant to clause (iii)
above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers and, subject to subclause (B)
below, may accept the highest offer received from any Person that is determined by the Special Servicer to constitute a fair price for
such Defaulted Loan, if the offeror is a Person other than an Interested Person. In determining whether any cash offer from a Person other
than an Interested Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to
the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the
prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. If the offeror is an Interested Person (provided that the Trustee may not be an offeror),
the Trustee shall determine whether the cash offer constitutes a fair price; provided that no offer from an Interested Person shall
constitute a fair price unless (x) it is the highest offer received and (y) if the offer is less than the applicable Purchase
Price, at least two other offers are received from independent third parties. In determining whether any offer received from an Interested
Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal)
of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine-month period or, in the absence
of any such Appraisal, on a new Appraisal. Except as provided in the




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following paragraph, the cost of any
Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


Notwithstanding anything
contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person
constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party
expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar to the
subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer
constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the costs
of all Appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be
reimbursable by, the Interested Person; provided that the Trustee will not engage a third party expert whose fees exceed a commercially
reasonable amount as determined by the Trustee. The Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand
for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer
shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither
the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


(B)             
The Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (with respect to any
Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination Event
shall have occurred and be continuing) and the Risk Retention Consultation Parties subject, in each case, to the limitations on consultation
set forth in and in accordance with Section 6.08(a) and other than with respect to any Mortgage Loan that is an Excluded Loan as
to such party and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder),
in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection
of such offer would be in the best interests of the Holders of Certificates, the RR Interest Owners and, in the case of a sale of a Serviced
Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders,
the RR Interest Owners and, if applicable, the related Companion Holder constituted a single lender (taking into account the subordinate
or pari passu nature of such Companion Loan, as the case may be)). In addition, the Special Servicer may accept a lower offer from
any Person other than the Special Servicer or its Affiliate if it determines, in accordance with the Servicing Standard, that the acceptance
of such offer would be in the best interests of the Holders of




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Certificates, the RR Interest Owners and,
in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a
collective whole, as if such Certificateholders and, if applicable, the related Companion Holder constituted a single lender (taking into
account the subordinate or pari passu nature of such Companion Loan, as the case may be)) (for example, if the prospective buyer
making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer
are more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.
The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance
of doubt, the Trustee shall have no obligation to make any fair value determination, to the extent required to do so pursuant to this
Section 3.16, on the basis of anything other than the related Appraisal.


(v)              
Unless and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue
such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and the REMIC Provisions.


(b)              
(i)  (A)  The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of
a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion
Loan). The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall
be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer
determines, consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related
Companion Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Risk Retention Consultation
Parties, the Certificate Administrator and, in respect of any Mortgage Loan other than an Excluded Loan and prior to the occurrence of
a Consultation Termination Event, the Directing Certificateholder, not less than five (5) days’ prior written notice of the Purchase
Price and its intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which
case the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal to
the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an
Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act
as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that does
not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement entered into at arm’s
length.


(B)             
In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to subclause (C)
below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the Special
Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest offeror is an




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Interested Person unless such offer by
an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received; provided,
however, that absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair
price unless (A) it is the highest offer received and (B) at least two other offers are received from independent third parties.
Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an
offer for or purchase any REO Property pursuant hereto.


(C)             
The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if the
Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders, the RR Interest Owners and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer
would be in the best interests of the Certificateholders, the RR Interest Owners and, with respect to any Serviced Whole Loan, the related
Companion Holder, in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced
Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms
offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer
or a Person that is an Affiliate of the Special Servicer.


(D)            
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained
by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other Independent expert
shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all Appraisals, inspection reports and
broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person.
If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with the
Servicing Standard to collect such amounts from the applicable Interested Person. In determining whether any offer constitutes a fair
price for any REO Property, the Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser
or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition
of such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.




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(ii)              
 Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders, in
negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the collection
of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation or warranty
by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the
Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title, so long as
the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement, none of the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor nor the Trustee shall have
any liability to the Trust or any Certificateholder, any RR Interest Owner or related Companion Holder (if applicable) with respect to
the purchase price therefor accepted by the Special Servicer or the Trustee.


(c)              
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


(d)              
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement,
if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell the related Mortgage
Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer shall sell the related
Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require that all offers be submitted to
the Special Servicer in writing. With respect to the Serviced AB Whole Loan, to the extent not prohibited by the related Intercreditor
Agreement, the Special Servicer shall sell the Serviced AB Subordinate Companion Loan along with the related Mortgage Loan and any related
Pari Passu Companion Loans if it determines that a sale of the Serviced AB Whole Loan would maximize recoveries on the Serviced AB Whole
Loan in accordance with the Servicing Standard and the Special Servicer shall be entitled to a Liquidation Fee for the entire AB Whole
Loan. In addition, prior to the occurrence and continuance of a Control Appraisal Period with respect to any Serviced AB Whole Loan, the
Special Servicer shall only sell such Serviced AB Whole Loan for less than the Purchase Price with the consent of the holder of the related
Serviced AB Subordinate Companion Loan. To the extent a determination is required to be made hereunder as to whether any cash offer constitutes
a fair price for the Serviced Whole Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested
Person and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted
to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan
without the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not
required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the Special
Servicer has delivered to the Other Servicer under the applicable Other Securitization, who shall deliver to the related directing certificateholder
for the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any
decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each




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bid package (together with any material amendments
to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior
to the proposed sale date, a copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing
file reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that are material to the sale price of such
Serviced Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded
to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other documents being provided
to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with
the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an
offer at any sale of such Serviced Whole Loan; provided, however, the related Mortgagor and its agents and Affiliates shall
not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Pari Passu Whole Loan,
the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect
to the related Serviced Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes a
fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third
party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing loans similar
to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates such a
third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.
The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party
pursuant to this paragraph shall be covered by, and shall be reimbursable, from the Interested Person; provided that Trustee will
not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


(e)              
(i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have the
right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of such AB Subordinate Companion
Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate Companion
Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related AB Subordinate
Companion Loan will no longer be subject to this Agreement.


(ii)              
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related
Intercreditor Agreement.


(f)               
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.




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(g)              
 In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant
to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


Section 3.17       
Additional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver all Compensating
Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the
Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each Master Servicer Remittance Date, without
any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a
Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each Master Servicer
Remittance Date, without any right of reimbursement therefor.


(b)              
The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


(c)              
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof
would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection Account
and available for distribution on the next Distribution Date, the Master Servicer, the Special Servicer or the Trustee, each at its own
option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance
pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for
such portion of the Nonrecoverable Advance during the one month collection period ending on the then-current Determination Date, for
successive one-month periods for a total period not to exceed twelve (12) months (provided that, with respect to any Mortgage
Loan other than an Excluded Loan, any such deferral exceeding six (6) months shall require, prior to the occurrence and continuance of
any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be
deemed to be in accordance with the Servicing Standard. If the Master Servicer, the Special 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 option to defer; it is acknowledged that, in such a
subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections as described above prior
to payment from other collections). In connection with a potential election by the Master Servicer, the Special Servicer or the Trustee
to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending
on the related Determination Date for any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be
authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before making
its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof); provided,
however, that if, at any time the Master Servicer, the Special Servicer or the Trustee, as applicable, elects, in its sole discretion,
not to




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refrain from obtaining such reimbursement or
otherwise determines that the reimbursement of a Nonrecoverable Advance during a one-month collection period will exceed the full
amount of the principal portion of general collections deposited in the Collection Account for such Distribution Date, then the Master
Servicer, the Special Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider
fifteen (15) days’ notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
unless extraordinary circumstances make such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information
Provider as soon as practical thereafter. Notwithstanding the foregoing, failure to give notice as required by the preceding sentence
shall in no way affect the Master Servicer’s, the Special Servicer’s or the Trustee’s election whether to refrain from
obtaining such reimbursement as described in this Section 3.17(c). Nothing herein shall give the Master Servicer or the Trustee
the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection
Account pursuant to Section 3.05(a)(v).


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with
the conditions to making such an election under this section or to comply with the terms of this section and the other provisions of this
Agreement that apply once such an election, if any, has been made; provided, however, that the fact that a decision to recover
such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders or the RR Interest Owners to the
detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a violation
of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary
duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised, then the Master
Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon
at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first from principal and
then interest). Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable
Advance or portion thereof with respect to any one or more collection periods shall not limit the accrual of interest at the Reimbursement
Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The Master Servicer’s,
the Special Servicer’s or the Trustee’s, as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as
set forth above is an accommodation to the Certificateholders and the RR Interest Owners and shall not be construed as an obligation on
the part of the Master Servicer, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders or the RR Interest
Owners. Nothing herein shall be deemed to create in the Certificateholders or the RR Interest Owners a right to prior payment of distributions
over the Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances
(deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek immediate reimbursement
of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Special
Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders,
the RR Interest Owners or any of the Companion




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Holders for any such election that such party
makes as contemplated by this section or for any losses, damages or other adverse economic or other effects that may arise from such an
election.


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the Special
Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which the 17g-5
Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


(d)        
With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not require
the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply amounts held
in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer, as applicable,
may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless not
applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted under the
loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan), or for other purpose consistent
with the Servicing Standard and the loan documents, upon a subsequent default.


(e)              
Within three (3) Business Days after the execution of any amendment or modification of any Intercreditor Agreement, the Master
Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of such modification or amendment
of any such Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in Section 11.07.


Section 3.18       
Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(c), Section 3.18(f), Section 3.18(g), Section 3.18(j) and Section 6.08,
but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder,
as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification, waiver or amendment,
in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not modify, waive or amend the
terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without (x) (i) prior to the occurrence
of a Control Termination Event and (ii) other than with respect to any Excluded Loan, the consent (or deemed consent) of the Directing
Certificateholder (or, with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal
Period, the related AB Whole Loan Controlling Holder, to the extent required under the related Intercreditor Agreement) having been obtained
by the Special Servicer to the extent required by, and pursuant to the process described under, Section 6.08(a), (y) (i) after
the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan, but prior
to the occurrence and continuance of a Consultation Termination Event, the Special Servicer having consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a) or (z) and the Special Servicer having consulted with the Risk Retention
Consultation Parties on a non-binding basis (to the extent the Risk Retention




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Consultation Parties have consultation rights
pursuant to Section 6.08 of this Agreement); and provided, further, that no extension entered into pursuant to this Section 3.18(a)
shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in
the case of a Mortgage Loan secured solely or primarily by a leasehold estate and not also the related fee interest, the date twenty (20)
years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten
(10) years, prior to the expiration of such leasehold estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or
related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related
Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably
foreseeable, prior to any such extension, the Special Servicer shall (1) provide the Trustee, the Certificate Administrator, the
Master Servicer, the Operating Advisor and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor
to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as
an expense of the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification”
of the Mortgage Loan and/or Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject
to the Servicing Standard, ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with
respect to an Excluded Loan) obtain the consent of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan, prior
to the occurrence and continuance of a related AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, to the extent
required under the related Intercreditor Agreement) (or (i) after the occurrence and during the continuance of a Control Termination
Event, but prior to the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded
Loan, consult with the Directing Certificateholder pursuant to the process described in Section 6.08(a). Notwithstanding the foregoing,
subject to the rights of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification,
waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially
Serviced Loans, without the consent of the applicable Special Servicer or the Directing Certificateholder, may modify or amend the terms
of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or
(ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error;
provided that, if the Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default
or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special Servicer
shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any
time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan and/or
related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless




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(i) the Master Servicer or the Special
Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the
Directing Certificateholder, if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (ii) such
substitution would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within
the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur (and the Master Servicer
or Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited
by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from the lien
of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion
of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan documents require
the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the related Mortgagor of) the
loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property
constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan,
then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value,
if any, as determined by an appropriate third party.


If, following any such release
or taking, the loan-to-value ratio (as so calculated) is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall
require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or any successor provision,
unless the related Mortgagor provides an Opinion of Counsel (at the expense of the related Mortgagor if allowed by the terms of the related
Mortgage Loan documents, and if not allowed, at the expense of the Trust) that, if such amount is not paid, the related Mortgage Loan
will not fail to be a Qualified Mortgage.


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage Loan that is
a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the Special Servicer
shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided in the next sentence,
the Master Servicer shall have no further obligation with respect to such request or the Major Decision. The Master Servicer shall deliver
to the Special Servicer any additional information in the Master Servicer’s possession requested by the Special Servicer relating
to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision and shall not be required to interface
with the Mortgagor or provide a written recommendation and/or analysis with respect to any Major Decision unless the Master Servicer and
the Special Servicer mutually agree that the Master




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Servicer will process such Major Decision with
respect to a Mortgage Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master
Servicer and the Special Servicer, including the Special Servicer’s consent (which will be deemed given in accordance with Section
6.08).


(b)              
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness or
deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral)
of the terms of a Specially Serviced Loan (or any Non-Specially Serviced Loan with respect to which such determination derives from the
Special Servicer’s consideration of a Major Decision that is subject to its processing and/or consent rights pursuant to Section
3.18) with respect to which a payment default or other material default has occurred or a payment default or other material default
is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate of the Special Servicer),
is reasonably likely to produce a greater recovery on a net present value basis (the relevant discounting to be performed at the related
Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders of the related Serviced Companion Loan, than liquidation
of such Specially Serviced Loan, then the Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced
Loan (or any Non-Specially Serviced Loan with respect to which such determination derives from the Special Servicer’s consideration
of a Major Decision that is subject to its processing and/or consent rights pursuant to Section 3.18), subject to (x) the
provisions of this Section 3.18(b) and Section 3.18(c), (y) with respect to any Mortgage Loan other than
any Excluded Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder
(or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon
consultation with the Directing Certificateholder) as provided in Section 6.08; provided that with respect to any Serviced
AB Whole Loan, prior to the occurrence and continuance of the related AB Control Appraisal Period, the approval of the related AB Whole
Loan Controlling Holder will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder
shall have no consent or consultation rights regarding the matter; and (z) additionally, with respect to a Serviced Whole Loan, the
rights of the related Companion Noteholder or with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine
debt, the rights of the related mezzanine lender, to advise or consult with the Special Servicer with respect to, or consent to, such
modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor
agreement, as applicable; provided that in the case of any release or substitution of collateral (other than a defeasance), the
Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event
to occur. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination
Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions that it is processing or for which consent is required and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.




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The Special Servicer shall
use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated Final Distribution
Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if such modification, waiver
or amendment would (1) extend the Maturity Date of any such Specially Serviced Loan to a date occurring later than the earlier of
(a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily
by a leasehold estate and not also the related fee interest, the date occurring twenty (20) years or, to the extent consistent with the
Servicing Standard giving due consideration to the remaining term of the Ground Lease and, ((i) prior to the occurrence and continuance
of a Control Termination Event and (ii) other than with respect to any Excluded Loan) with the consent of the Directing Certificateholder,
ten (10) years prior to the expiration of such leasehold estate (including any options to extend such leasehold estate exercisable unilaterally
by the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced
Whole Loan generally at the related Mortgage Rate.


(c)              
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion Loan
is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be collected
by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification,
waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof is specified in the related Mortgage
Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification”
of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


To the extent consistent
with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),
the Master Servicer (as provided in Section 3.08(a), 3.08(b) and Section 3.18(j) if such matter constitutes
a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b) and Section 3.18(a)
if any such waiver, modification or amendment constitutes a Major Decision) may, consistent with the Servicing Standard, agree to any
waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as to which default is not
reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (ii) will not cause an Adverse REMIC
Event to occur. In making this determination, the Master Servicer or Special Servicer may obtain and rely upon (and shall provide to the
Trustee and the Certificate Administrator if obtained) an Opinion of Counsel (at the expense of the related Mortgagor or such other Person
requesting such modification or, if such expense cannot be collected from the related Mortgagor or such other Person, to be paid out of
the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer or Special Servicer, as the case
may be, shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the
related Mortgage Loan documents). Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment
of any Prepayment Premium or Yield Maintenance Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date,
or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date




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with respect to any Mortgage Loan, Serviced
Companion Loan that is not a Specially Serviced Loan.


(d)              
Subject to Section 3.18(c), the Master Servicer and the Special Servicer each may, as a condition to its granting any
request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting
of which is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms of this Agreement, require
that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing compensation, a reasonable
or customary fee, for the additional services performed in connection with such request; provided that the charging of such fee
is not a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


(e)              
All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans entered into pursuant
to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as the case may be, and the
related Mortgagor (and by any guarantor of the related Mortgage Loan, if such guarantor’s signature is required by the Special Servicer
in accordance with the Servicing Standard).


With respect to any modification,
waiver or amendment for which it is responsible for processing pursuant to Section 3.18(a) (including, for the avoidance of
doubt, any property management changes), the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor (only if a Control Termination Event is continuing), the Directing Certificateholder (other than (i) following
the occurrence of a Consultation Termination Event and (ii) with respect to any Excluded Loan), the Risk Retention Consultation Parties
(other than with respect to any Excluded Loan), the applicable Companion Holder (unless, with respect to a holder of a Serviced AB Subordinate
Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller
is not a Master Servicer or Sub-Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider
(which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage Loan
or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment (in
each case, after it is finalized and executed) for which it is responsible for processing pursuant to Section 3.18(a) (including,
for the avoidance of doubt, any property management changes), the Master Servicer shall provide written notice of any such modification,
waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer (and the Special Servicer shall, prior to the
occurrence of a Consultation Termination Event and other than with respect to an Excluded Loan, forward such notice to the Directing Certificateholder,
unless the Directing Certificateholder notifies the Special Servicer that it does not want to receive such notices), the applicable Companion
Holder (unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if
applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of
such Mortgage Loan or the Directing Certificateholder) and the 17g-5 Information Provider (which shall promptly post such notice on
the 17g-5 Information Provider’s




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Website in accordance with Section 3.13(c)).
The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being
delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy
to the applicable Companion Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable,
delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward
a copy thereof to each Holder of a Certificate (other than the Class R or Class S Certificates) upon request. With respect to the
processing of any modification, waiver or consent related to any Mortgagor incurring additional secured debt or mezzanine debt, the Special
Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master
Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(j)) shall, on or
before the later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business Days immediately
following the Master Servicer or Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such additional secured
debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit KK,
to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding sentence shall set forth, to the extent the Special
Servicer or Master Servicer, as applicable, has the requisite information or can reasonably obtain such information, (1) the amount of
additional secured debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the
basis of such Mortgage Loan and additional secured debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage
Loan and additional secured debt. In the event that either (i) the CREFC® Investor Reporting Package is amended to
include such information set forth above, in a manner reasonably acceptable to the Master Servicer, Special Servicer and Certificate Administrator,
as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting
Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate
Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit KK
shall no longer be required hereunder. From time to time, the Master Servicer, Special Servicer and Certificate Administrator may agree
on a different delivery time and format for the information set forth in this paragraph.


(f)               
Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master Servicer
shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans in accordance
with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating thereto (provided
that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees
or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding the foregoing,
the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance of) the substitution
of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan unless such defeasance complies
with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting
of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements
of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled




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payments under the related Mortgage Loan (or
defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted
property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage
Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable,
Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the
Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property; provided,
however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent
with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose
entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage
Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable efforts to require the related
Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor Mortgagor, and (vi) to
the extent permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall obtain,
at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided, further, however, that no such confirmation from any Rating Agency shall be required to the extent that
the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage
Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off
Date Balance less than $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all
Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding
the foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v)
in the preceding sentence would be inconsistent with the related Mortgage Loan documents, such reasonable costs shall be paid by the related
Mortgage Loan Seller as and to the extent set forth in the applicable Mortgage Loan Purchase Agreement.


(g)              
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents, to the
contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property
pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion thereof), in lieu of
the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided
that such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing
and/or consent rights pursuant to Section 3.20(a) with respect to any such action that constitutes a Major Decision) reasonably
determines that allowing their use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer
receives an Opinion of




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Counsel (at the expense of the Mortgagor to
the extent permitted under the Mortgage Loan documents and, if applicable, Companion Loan documents or otherwise as a Trust Fund expense)
to the effect that such use would not be and would not constitute a “significant modification” of such Mortgage Loan or Companion
Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect
to any Trust REMIC; and provided, further, that the requirements set forth in Section 3.18(f) (including receipt
of any Rating Agency Confirmation) are satisfied; and provided, further, that such securities are backed by the full faith
and credit of the United States government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and
a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


Notwithstanding the foregoing,
with respect to all of the Mortgage Loans originated or acquired by JPMCB, GACC, CREFI or GSMC that are subject to defeasance (other than
(i) in the case of JPMCB with respect to the Old Chicago Post Office Mortgage Loan, the Bedrock Portfolio Mortgage Loan, the Macon and
Winter Garden Mortgage Loan, the Nyberg Portfolio Mortgage Loan, and the Courtyard Alpharetta/Avalon Mortgage Loan, (ii) in the case of
GACC with respect to the CX – 350 & 450 Water Street Mortgage Loan, the Novo Nordisk HQ Mortgage Loan and the Sara Lee Portfolio
Mortgage Loan, (iii) in the case of CREFI with respect to the Dealertrack and Divvy Mortgage Loan, the ExchangeRight Net Leased Portfolio
#53 Mortgage Loan, the Lakeville Townhomes Mortgage Loan and the 192 Stuyvesant Ave Mortgage Loan and (iv) in the case of GSMC with respect
to the One Wilshire Mortgage Loan, the JW Marriott Desert Springs Mortgage Loan, the Woodmore Towne Centre Mortgage Loan, The Summit
Mortgage Loan and the 425 Eye Street Mortgage Loan), JPMCB, GACC, CREFI or GSMC, as applicable, has transferred to a third party
or has retained on behalf of itself or an Affiliate the right to establish or designate the successor borrower and/or to purchase or cause
to be purchased the related defeasance collateral (any such right or obligation, the “Retained Defeasance Rights and Obligations”).
In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan for which JPMCB, GACC, CREFI
or GSMC, as applicable, is the related Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations
in the related Mortgage Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written
notice of such defeasance request to JPMCB, GACC, CREFI or GSMC, as applicable, in the case of any such Mortgage Loan for which JPMCB,
GACC, CREFI or GSMC, as applicable, is the related Mortgage Loan Seller. Until such time as JPMCB, GACC, CREFI or GSMC, as applicable,
provides the Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance
Rights and Obligations shall be delivered to JPMCB, GACC, CREFI or GSMC, as applicable, at its address for notices set forth in Section 13.05
below. With respect to any Mortgage Loan originated or acquired by JPMCB, GACC, CREFI or GSMC that is subject to defeasance, if the successor
borrower is not designated or formed by JPMCB, GACC, CREFI or GSMC or any Affiliate or successor thereto, the successor borrower shall
be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.




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If required under the related
Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish
and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts, into which all payments
received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall be deposited and retained,
and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan documents. Notwithstanding the foregoing,
in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account for a period in excess of ninety
(90) days, unless such amounts are reinvested by the Master Servicer in “government securities,” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required
or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral
substituted for any Mortgaged Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or
Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Aggregate Available
Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary,
in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days
(or 366 days in the case of a leap year).


(h)              
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the
cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid out
of general collections) grant or accept any consent, approval or direction regarding the termination of the related property manager or
the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is
one of the ten largest Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance that is at least equal
to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


(i)                
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment in
connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the Master Servicer
(if a Master Servicer Decision) or the Special Servicer (if a Major Decision) shall not approve any such modification, waiver or amendment
or consent thereto without first having received a copy of an Opinion of Counsel addressed to the Master Servicer or the Special Servicer,
as applicable, that such modification, waiver, consent or amendment will not cause an Adverse REMIC Event.


(j)                
Notwithstanding any other provisions of this Section 3.18(a) or Section 3.08(a), but subject to any related
Intercreditor Agreement, the Master Servicer may, without any Directing Certificateholder approval or consent (except as otherwise provided
below




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in the definition of Master Servicer Decision),
Rating Agency Confirmation (except with respect to clause (vi) as described in Section 3.18(f)) or the Special Servicer’s
approval or consent (provided that the Master Servicer delivers notice thereof to the Special Servicer after completion (and the
Special Servicer shall promptly, prior to the occurrence of a Consultation Termination Event and other than in respect of any Excluded
Loan, deliver notice thereof to the Directing Certificateholder, except to the extent that the Special Servicer or the Directing Certificateholder,
as the case may be, notifies the Master Servicer that such party does not desire to receive copies of such items) take any of the following
actions with respect to Non-Specially Serviced Loans (each such action, a “Master Servicer Decision”):


(i)               
grant routine approvals, including granting of subordination, non-disturbance and attornment agreements and consents involving
leasing activities that do not involve a ground lease for any leasing activities that affect an area lesser than the lesser of (a) 30%
of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements at the Mortgaged
Property), including approval of new leases and amendments to current leases;


(ii)              
approving any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such financial
statements are delivered no less often than quarterly and within 60 days after the end of the calendar quarter;


(iii)             
approving annual operating budgets, other than as set forth in clause (xviii) of the definition of Major Decisions;


(iv)           
subject to other restrictions in this Agreement regarding Principal Prepayments, waiving any provision of a Mortgage Loan or Serviced
Whole Loan requiring a specified number of days’ notice prior to a Principal Prepayment;


(v)              
approve or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification
of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance
if the Mortgage Loan or Serviced Whole Loan documents do not otherwise permit such principal prepayment;


(vi)             
granting waivers of minor covenant defaults (other than financial covenants);


(vii)          
to the extent not a Major Decision pursuant to clause (x) of the definition of Major Decision and subject to the proviso below,
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit or similar escrows
or reserves, where such request is for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender
approved budget and operating expenses, free rent or rent credit reserves pursuant to an approved lease, tenant improvements pursuant
to an approved lease and leasing commissions pursuant to an approved lease, each in accordance with the Mortgage Loan documents other
than a




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funding or disbursement listed in the
proviso below (all such fundings and disbursements being collectively referred to as “Routine Disbursements”) or any
other funding or disbursement as mutually agreed upon by the master servicer and special servicer; provided, however, that
in the case of any Mortgage Loan whose escrows, reserves, holdbacks and related letters of credit are identified on Schedule 3 hereto,
no such funding or disbursement of such escrows, reserves, holdbacks or letters of credit will be deemed to constitute a Routine Disbursement,
and will instead constitute Major Decisions;


(viii)         
(1) any property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A) with a Stated Principal
Balance less than $10,000,000 and (B) where the property management company will not be an affiliate of the related borrower following
such change or (2) franchise changes (with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, in each case, for which the lender is not required to consent or approve under the Mortgage Loan documents);


(ix)             
approve or consent to grants of easements or rights of way (including, without limitation for utilities, access, parking, public
improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements except with respect to grants of easements
or rights of way that materially affect the use or value of a Mortgaged Property or a borrower’s ability to make payments with respect
to the related Mortgage Loan or any related Companion Loan;


(x)              
any non-material modifications, waivers or amendments of a non-monetary term of an applicable Mortgage Loan document not provided
for in clauses (i) through (ix) above, which are necessary to cure any ambiguities or to correct scrivener’s errors in
the terms of the related Mortgage Loan or Serviced Whole Loan and any modification, consent to a modification or waiver of any material
term of an applicable Mortgage Loan document to the extent the Directing Certificateholder or any affiliate owns a controlling interest
(whether legally, beneficially or otherwise) in the related mezzanine loan, if applicable;


(xi)             
consents to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use
or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan
as and when due, provided such releases are required by the related Mortgage Loan documents;


(xii)            
consent to actions and releases related to condemnation of parcels of a Mortgaged Property, except with respect to any condemnation
with respect to a material parcel or a material income producing parcel or any condemnation that materially affects the use or value of
the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion
Loan when due);




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(xiii)          
 grant an extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged
Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond 120
days after the related Maturity Date and (B) the related borrower has delivered prior to the Maturity Date the necessary documentation
which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the
date on which the related balloon balance will become due;


(xiv)          
any assumption of the Mortgage Loan or transfer of the Mortgaged Property or an interest in the Mortgage Borrower, in each case,
that the loan documents allow without the consent of the mortgagee for which there is no lender discretion;


(xv)           
any determination of Acceptable Insurance Default; provided that, prior to the occurrence and continuance of a Control Termination
Event and other than with respect to an Excluded Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required
for any such determination; and


(xvi)         
grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision;


provided that (w) any
such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute a “significant
modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise
cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the
expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent
with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing
to such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided,
further, that, in the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent
shall be deemed given if a response to the request for consent is not provided within 10 Business Days after receipt of the Master Servicer’s
written recommendation and analysis and all information reasonably requested by the Directing Certificateholder, and reasonably available
to the Master Servicer in order to grant or withhold such consent. The foregoing is intended to be an itemization of actions the Master
Servicer may take without having to obtain the approval of the Special Servicer (other than as described in each item) and is not intended
to limit the responsibilities of the Master Servicer hereunder.


(k)              
Neither the Master Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of the
application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with
respect to any Mortgage Loan in a manner that would be inconsistent with the allocation and payment priorities set forth in Section 3.02(b)
hereof or in the related Intercreditor Agreement.







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Section 3.19       
Transfer of Servicing Between Master Servicer
and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon determining that a Servicing Transfer Event has occurred
with respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced Companion Loan, the Master Servicer or the Special
Servicer, as applicable, shall promptly give notice to the Master Servicer or the Special Servicer, as applicable, the Operating Advisor,
the Risk Retention Consultation Parties, and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other
than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage
File and Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged Communications,
to the Operating Advisor. The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Mortgage Loan and,
if applicable, the related Serviced Companion Loan, either in the Master Servicer’s possession or otherwise available to the Master
Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder
with respect thereto. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business
Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x)
of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing
Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing of
such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee, the Certificate
Administrator, the Operating Advisor, and ((i) prior to the occurrence of a Consultation Termination Event or (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer Event provided by
the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.
Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator shall deliver to each Controlling Class Certificateholder
a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.


The Special Servicer may
elect to deliver a written notice to the Master Servicer that a Mortgage Loan should be a Specially Serviced Loan as a result of reasonably
foreseeable default under clause (iv) or (x) of the definition of “Servicing Transfer Event”. Upon receipt of any such written
notice, the Master Servicer shall deliver an officer’s certificate to each of the Depositor and the Special Servicer with its determination
of whether to transfer such Mortgage Loan to special servicing under clause (iv) or (x) of the definition of “Servicing Transfer
Event” and the reasons for such determination, and such determination shall be conclusive with respect to a servicing transfer at
that time.


Upon determining that a Specially
Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments (provided
that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for
such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable, the related Companion Loan),
and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall




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immediately give notice thereof to the Master
Servicer, the Operating Advisor, the related Serviced Companion Noteholder (unless with respect to a Serviced AB Whole Loan an AB Control
Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with
respect to any Excluded Loan) the Directing Certificateholder and shall return the related Mortgage File and Servicing File to the Master
Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage
File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate
and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related Companion Loan
shall recommence.


(b)              
In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian originals
of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File to the extent within
its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of any additional
related Mortgage Loan or Serviced Companion Loan information including correspondence with the related Mortgagor.


(c)              
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with
respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced
Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the
Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed to require the
Master Servicer to produce any additional reports.


(d)              
No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver in
electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion Loan,
if applicable, and the related Mortgaged Property to the Directing Certificateholder. Subsequent to the issuance of a Final Asset Status
Report to the extent that during the course of the resolution of such Specially Serviced Loan material changes in the strategy reflected
in the initial Asset Status Report (or subsequent Asset Status Reports) are necessary to reflect the then-current circumstances and recommendation
as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing
Standard, the Special Servicer shall prepare one or more additional Asset Status Reports with respect to such Specially Serviced Loan
(each such report a “Subsequent Asset Status Report”). The Special Servicer shall deliver each Asset Status Report
in electronic form to: (i) the Master Servicer, (ii) the Directing Certificateholder (but only in respect of any Mortgage Loan other than
any Excluded Loan and in any event prior to the occurrence of a Consultation Termination Event), (iii) each Risk Retention Consultation
Party (but not with respect to any applicable Excluded Loan), (iv) the AB Whole Loan Controlling Holder with respect to the Serviced AB
Whole Loan, only to the extent the Serviced AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, (v) the
Operating Advisor (but only for so long as a Control Termination Event is continuing), (vi) the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in




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accordance with Section 3.13(c)),
and (vii) with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in
an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold
or to the related Companion Holder. Such Asset Status Report shall set forth the following information to the extent reasonably determinable
based on the information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing
Transfer Event:


(i)                
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


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


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


(iv)            
(A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer
for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description
of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special
Servicer in connection with the proposed or taken actions;


(v)              
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


(vi)            
a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights
lease, if applicable) or franchise agreement;


(vii)                 
the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special
Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


(viii)         
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value
basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the
net present value calculation and all related assumptions;


(ix)             
the Appraised Value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any




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adjustments to the valuation of such
Mortgaged Property made by the Special Servicer together with an explanation of those adjustments; and


(x)                 
such other information as the Special Servicer deems relevant in light of the Servicing Standard.


A summary of each Asset Status
Report shall be provided to the Certificate Administrator and the Trustee.


If within ten (10) Business
Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receiving an Asset Status
Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing or if the Special Servicer makes a determination,
in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder (communicated to the Special Servicer
within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business
Days)) is not in the best interest of all the Certificateholders, the RR Interest Owners, the Special Servicer shall implement the recommended
action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action that
is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If, with respect to any
Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder
disapproves such Asset Status Report within ten (10) Business Days (or, if the Directing Certificateholder and the Special Servicer
are affiliates, five (5) Business Days) of receipt and the Special Servicer has not made the affirmative determination described above,
the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event
later than thirty (30) days after such disapproval, to the Master Servicer, the Directing Certificateholder (prior to the occurrence of
a Consultation Termination Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence of a Consultation Termination
Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor (only
for so long as a Control Termination Event is continuing) and the 17g-5 Information Provider (which shall promptly post such report
on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). With respect to any Mortgage Loan
other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise
such Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove
such revised Asset Status Report in writing within ten (10) Business Days (or, if the Directing Certificateholder and the Special
Servicer are affiliates, five (5) Business Days) of receiving such revised Asset Status Report or until the Special Servicer makes a determination,
in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders, the RR Interest
Owners; provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business
Days following the first submission of an Asset Status Report, the Special Servicer shall follow the Directing Certificateholder’s
direction, if such direction is consistent with the Servicing Standard; provided, however, that if the Directing Certificateholder’s
direction would cause the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted
form of Asset Status Report; provided, further, however, that such Asset Status Report does not, and is not intended
to be, a




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substitute for the approvals that are specifically
required pursuant to Section 6.08. The procedures described in this paragraph are collectively referred to herein as the “Directing
Certificateholder Asset Status Report Approval Process”.


The Special Servicer may,
from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such report
shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything
herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor (in person or remotely via electronic, telephonic or other mutually agreeable
communication), on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision
that it is processing or for which its consent is required and consider alternative actions recommended by the Operating Advisor, in respect
thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


No direction or disapproval
of the Directing Certificateholder or a Risk Retention Consultation Party hereunder or under a related Intercreditor Agreement or failure
of the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer,
shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision
of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain
the REMIC status of each Trust REMIC and the status of the Grantor Trust as a grantor trust, (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, (c) expose the Master Servicer, the Special
Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their
respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope of
the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement.


Other than during the continuance
of a Control Termination Event, the Special Servicer shall promptly deliver each Final Asset Status Report to the Operating Advisor after
the completion of the Directing Certificateholder Asset Status Report Approval Process. The Special Servicer shall notify the Operating
Advisor of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be
satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing Certificateholder or that otherwise includes
an indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation time period
or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer. While a Control Termination Event
is continuing, the Special Servicer shall deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the
Operating Advisor. The Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report, if any,
within ten (10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional
information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent
it determines such alternatives to be in the best interest of the Certificateholders and the RR Interest Owners (including any Certificateholders
that are holders of the Control Eligible Certificates), as a




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collective whole. The Special Servicer shall
consider such alternative courses of action, if any, and any other feedback provided by the Operating Advisor (and if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder)
in connection with the Special Servicer’s preparation of any such Asset Status Report. The Special Servicer may revise the Asset
Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and if no Consultation
Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder),
to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input and/or
recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders and the RR Interest Owners
as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders, the RR Interest Owners
and the holders of the related Companion Loan, as a collective whole (taking into account the subordinate or pari passu nature
of such Companion Loan)). Promptly upon determining whether or not to revise any Asset Status Report to take into account any input and/or
comments from the Operating Advisor or the Directing Certificateholder, the Special Servicer shall revise the Asset Status Report, if
applicable, and deliver to the Operating Advisor and the Directing Certificateholder either the revised Asset Status Report (until a Final
Asset Status Report is issued) or notice that the Special Servicer has decided not to revise such Asset Status Report, as applicable.
The procedures described in this paragraph are collectively referred to as the “ASR Consultation Process”.


During the continuance of
a Control Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder shall have no right to
consent to any Asset Status Report under this Section 3.19. During the continuance of a Control Termination Event but for
so long as no Consultation Termination Event is continuing, each of the Directing Certificateholder (except with respect to any Excluded
Loan or, prior to the occurrence and continuance of an AB Control Appraisal Period, the related Serviced AB Whole Loan) and, during the
continuance of a Control Termination Event, the Operating Advisor, shall consult with the Special Servicer (in person or remotely via
electronic, telephonic or other mutually agreeable communication) on a strictly non-binding basis and may propose alternative courses
of action and provide such other feedback as the Directing Certificateholder or the Operating Advisor, as applicable, determines in respect
of any Asset Status Report. After the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan),
the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report
or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall send the Asset Status
Report to the Operating Advisor and shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report
as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with
the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder
during the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor
or the Directing Certificateholder.


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan, the Special Servicer
shall




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prepare an Asset Status Report for any Serviced
AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the
Directing Certificateholder will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect
to such Asset Status Report shall be as set forth in the related Intercreditor Agreement.


(e)              
(i)  Upon receiving notice of the occurrence of the events described in clause (iv) and (x) of the
definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master
Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with
all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it
to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within
five (5) Business Days of the occurrence of each such event.


(ii)              
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event
described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to the 60-day or
30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the
same time such notice is provided to the Special Servicer pursuant to clause (i) above.


(f)               
Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment
of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer shall
deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final Asset Status
Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) (and shall deliver
each Final Asset Status Report with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal
Period (to the extent approved by the related AB Whole Loan Controlling Holder), to the Directing Certificateholder). With respect to
any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event, within ten (10)
Business Days (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days) of receipt of such
draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft summary, then the Special Servicer shall
deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on
the Certificate Administrator’s Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively
disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise
the summary and deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft
summary; provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset
Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most
recent draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed
to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time the Special
Servicer determines that any affirmative disapproval of




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such draft summary by the Directing Certificateholder
is not in the best interest of all the Certificateholders, the RR Interest Owners pursuant to the Servicing Standard, the Special Servicer
shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting
on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval. The Special
Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset
Status Report to the Operating Advisor. The Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced
AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which
Final Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance
with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver
in electronic format notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator
for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


(g)              
No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action because
of any proposal, objection or comment by the Operating Advisor or, during the continuance of a Control Termination Event, the Directing
Certificateholder, or a recommendation of the Operating Advisor or, during the continuance of a Control Termination Event, the Directing
Certificateholder.


Section 3.20       
Sub-Servicing Agreements. (a)  The Master Servicer and Special Servicer may enter into Sub-Servicing Agreements
to provide for the performance by third parties of any or all of its respective obligations hereunder; provided that the Sub-Servicing
Agreement as amended or modified: (i) is consistent with this Agreement in all material respects and requires the Sub-Servicer
to comply with all of the applicable conditions of this Agreement; (ii) provides that if the Master Servicer or Special Servicer,
as applicable, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination
Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to the date of
assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof
under the circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the Trustee (for the
benefit of the Certificateholders, the RR Interest Owners and the related Companion Holder (if applicable) and the Trustee (as holder
of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the
extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii))
none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable,
any successor master servicer or successor special servicer or any Certificateholder or any RR Interest Owner (or the related Companion
Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits
any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased
Mortgage Loan at its option and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only
be terminated by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in such additional manner and
by such other Persons as is provided in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct




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rights of indemnification that may be satisfied
out of assets of the Trust; (vi) does not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master
Servicer or Special Servicer, as applicable, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer
to take any action constituting a Major Decision and certain other decisions without the consent of the Master Servicer or Special Servicer,
as applicable (subject to the rights of the Directing Certificateholder pursuant to Section 6.08); (viii) with respect to
any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional
Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; and (ix) provides
that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall
be terminated (following the expiration of any applicable Grace Period) if, among other things, the Sub-Servicer fails (A) to
deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer under Article XI
or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor
is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement
regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations
under Article XI or under the Exchange Act reporting items required under any other pooling and servicing agreement that the
Depositor is a party to.


Any successor master servicer
or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special servicer, as applicable, be assigned
and may assume any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as applicable (subject to Section 3.20(g)
hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations
of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make
all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced
Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties
(and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such Specially
Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The Master Servicer or Special
Servicer, as applicable, shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments thereto and modifications
thereof, entered into by it, in each case promptly upon its execution and delivery of such documents. References in this Agreement to
actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master
Servicer; and, in connection therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for
Advances by the Sub-Servicer, although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make
Advances shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances
shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master
Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d),
such interest to be allocable between the




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Master Servicer and such Sub-Servicer as
may be provided (if at all) pursuant to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer
shall be deemed to have received any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or Special
Servicer, as applicable, shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor (and the
Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that
the Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


(b)              
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of
the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


(c)              
As part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit of the
Trustee and the Certificateholders and the RR Interest Owners, shall (at no expense to the Trustee, the Certificateholders, the RR Interest
Owners or the Trust) monitor the performance and enforce the obligations of each Sub-Servicer under the related Sub-Servicing
Agreement, except that the Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply
with the requirements of Article XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The Master Servicer
or the Special Servicer, as applicable, shall have the right to remove a Sub-Servicer retained by it (i) with respect to a Sub-Servicer
other than an Initial Sub-Servicer only, at any time it considers removal to be in accordance with the best interests of the Trust and/or
the Certificateholders and the RR Interest Owners (ii) in accordance with the terms of the related Sub-Servicing Agreement.


(d)              
In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the Master
Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans then being serviced
thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts to effect
the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


(e)              
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent provided
in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer, the Master Servicer
and the Special Servicer shall remain obligated and responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced
hereunder and the Certificateholders and the RR Interest Owners for the performance of its obligations and duties under this Agreement
in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer thereunder
as and when due from its own funds. In no event




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shall the Trust bear any termination fee required
to be paid to any Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


(f)               
The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


(g)              
Except with respect to each Initial Sub-Servicer (which may only be terminated in accordance with the related Initial Sub-Servicing
Agreement), each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master
servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without
cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under
this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its provisions;
(ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master
Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement without further
action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would increase
the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without
the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


(h)              
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall, upon
request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the related Sub-Servicer,
reasonably cooperate in delivering reports and information, including remittance information, and affording access to information to the
related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the Master Servicer pursuant to the
terms hereof.


(i)                
Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement
which provides for the performance by third parties of any or all of its obligations herein, without, with respect to any Mortgage Loan
other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


Notwithstanding anything
to the contrary herein, no Sub-Servicer shall make servicing decisions without the consent of the Master Servicer or Special Servicer,
as applicable, except to the extent specifically provided in the related Sub-Servicing Agreement.


(j)                
[Reserved].






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Section 3.21       
Interest Reserve Account. (a)  On the Master Servicer Remittance Date occurring in each February and in any
January that occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date),
(i) the Certificate Administrator, in respect of the Actual/360 Loans, shall deposit into the Interest Reserve Account, an amount equal
to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Loans as of the Due Date occurring in the month preceding
the month in which Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or
P&I Advance is made in respect thereof and (ii) on the Closing Date, the Depositor shall remit to the Certificate Administrator,
and the Certificate Administrator shall deposit into the Interest Reserve Account the Interest Deposit Amount (all amounts so deposited
in any consecutive February and January, “Withheld Amounts”).


(b)              
On each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the
preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution Account.


Section 3.22       
Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly basis,
each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone available
to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than
with respect to any Excluded Loan) the Directing Certificateholder and (b) the Operating Advisor (with respect to the Special Servicer
only), regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special
Servicer, as the case may be, is responsible. In connection with such telephonic meeting, and, at the Master Servicer’s or Special
Servicer’s option, the Directing Certificateholder shall execute an Investor Certification or confidentiality agreement satisfying
the requirements of Section 3.13(f).


Section 3.23       
Controlling Class Certificateholders, Directing Certificateholder and Risk Retention Consultation Parties; Certain Rights and
Powers of Directing Certificateholder and the Risk Retention Consultation Parties. (a)  Each Controlling Class Certificateholder
is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its name and address to the Certificate Administrator
and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of the transfer of any
Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN attached
hereto, the selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder is hereby
deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it
is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it or its Affiliate is also the Special
Servicer, it shall be the Directing Certificateholder.




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On the Closing Date, the
initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute and deliver to the parties
to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal
of the existing Directing Certificateholder, any successor Directing Certificateholder shall deliver a certification substantially in
the form of Exhibit P-1G to this Agreement to each of the addressees therein prior to being recognized as the new Directing Certificateholder.
Upon the resignation or removal of any existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party shall
execute and deliver a certification substantially in the form of Exhibit P-1H 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 Parties have
not changed absent such notice.


(b)              
Once a Directing Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) and each RR
Interest Owner shall be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing
Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the
resignation of such Directing Certificateholder or the selection of a new Directing Certificateholder. Upon the resignation of a Directing
Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.
In the event that (i) the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor
receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated
and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or
a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative)
shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate Administrator, the
Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master
Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the
written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate
Certificate Balance of the Controlling Class.


(c)              
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of the Controlling
Class Certificateholder and the Directing Certificateholder.


Additionally, once a successor
Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the
Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate




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Owner, if applicable) and each RR Interest
Owner shall be entitled to rely on such selection unless the Holders of the related portion of the VRR Interest entitled to appoint such
Risk Retention Consultation Party, by Certificate Balance, or such Risk Retention Consultation Party shall have notified the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other VRR Interest Owner, in writing,
of the selection of a new Risk Retention Consultation Party.


(d)              
In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special Servicer,
as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable, then until such time
as the new Directing Certificateholder is identified, the Master Servicer or the Special Servicer, as applicable, shall have no duty to
consult with, provide notice to, or seek the approval or consent of any such Directing Certificateholder as the case may be.


(e)              
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor,
the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each
Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses at the expense of the Trust.
In addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or the existence of a new Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor,
the Master Servicer and the Special Servicer, and the Master Servicer shall notify each Non-Serviced Trustee, Non-Serviced Master Servicer,
Non-Serviced Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Operating Advisor. Notwithstanding the foregoing,
ECMBS LLC shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of
this Agreement or until a Consultation Termination Event occurs.


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee
shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


(f)               
If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class,
the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming
the Controlling Class.


(g)              
Each Certificateholder and each RR Interest Owner acknowledges and agrees, by its acceptance of its Certificates or the RR Interest,
that: (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates or the RR Interest; (ii) the Directing Certificateholder may act solely in its interests or the interests
of the Holders of the Controlling Class (or, in the case of a Whole Loan, in the interest of one or more Companion Holders); (iii) the
Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling
Class; (iv) the Directing Certificateholder may take actions that favor




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its interests or the interests of the Holders
of the Controlling Class (or, in the case of a Whole Loan, in the interest of one or more Companion Holders) over the interests of the
Holders of one or more other Classes of Certificates or the RR Interest; and (v) the Directing Certificateholder shall have no liability
whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder nor RR Interest Owner may
take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal of the Directing
Certificateholder for having so acted.


(h)              
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including
the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply to each Companion
Holder with respect to information relating to the related Serviced Mortgage Loan or a Serviced Whole Loan, as applicable; provided,
however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required
to be delivered under the related Intercreditor Agreement.


(i)                
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
of the Controlling Class Certificateholder, the Directing Certificateholder and any AB Whole Loan Controlling Holder.


(j)                
With respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole
Loan, the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


(k)              
The Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2)
Business Days of a request from the Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator, Trustee, or any Certificateholder
and provide such information to the requesting party.


(l)                
[Reserved].


(m)            
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its
statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of
the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense of the Trust). The Certificate
Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer within ten (10) Business Days of the existence
or cessation of (i) any Control Termination Event or (ii) any Consultation Termination Event. Upon the Certificate Administrator’s
determination that a Control Termination Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator
shall, within ten (10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to
this provision.




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In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates (taking into account the
application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with
Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A
Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25%
of the Original Certificate Balance thereof.”


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state:
“A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard
to the application of any Cumulative Appraisal Reduction Amounts.”


Section 3.24       
Intercreditor Agreements. (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees that each
Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions
of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage Loan with mezzanine
debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions
and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between
the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding
anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a
Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related
Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion
Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special
Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase
the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent
provided for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that any AB Whole Loan Controlling
Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided
for herein and in the related Intercreditor Agreement.


(b)              
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any
entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms
of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that may
otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder or a mezzanine
lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or direction the compliance
with which requires an Advance that constitutes or would




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constitute a Nonrecoverable Advance. In no
event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be required
to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine lender has
delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties
to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information for the Companion Holders and
mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the Master Servicer or the Special Servicer,
as applicable, be required to consult with or obtain the consent of a new Directing Certificateholder or a new Controlling Class Certificateholder
unless the Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under
Section 3.23(e) or the Master Servicer or Special Servicer, as applicable, have actual knowledge of the identity and contact
information of a new Directing Certificateholder or a new Controlling Class Certificateholder.


(c)              
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer
or Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain
the REMIC status of each Trust REMIC and the status of the Grantor Trust as a grantor trust, (b) result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially expand the scope of
the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the Master Servicer’s responsibilities under
this Agreement.


(d)              
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the
extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is exercisable in
conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise such right or, to the
extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion
Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced Whole Loan Controlling Holder).
Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable, shall
consult, seek the approval or obtain the consent of the holder of any Serviced Companion Loan with respect to any matters with respect
to the servicing of such Companion Loan to the extent required under related Intercreditor Agreement and shall not take such actions requiring
consent of the related Companion Holder without such consent. In addition, notwithstanding anything to the contrary, the Master Servicer
or Special Servicer, as applicable, shall deliver reports and notices to the related Companion Holder as required under the Intercreditor
Agreement.


(e)              
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of
any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement
with




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respect to any Major Decisions or the implementation
of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to the related Holder of a Serviced Pari
Passu Companion Loan, within the same time frame it is required to provide to the Controlling Class Certificateholder (for this purpose,
without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder under this Agreement
due to the occurrence of a Control Termination Event or a Consultation Termination Event) and (ii) to consult with any related Holder
of a Serviced Pari Passu Companion Loan on a strictly non-binding basis, to the extent having received such notices, information and reports,
such related Companion Holder requests consultation with respect to any such Major Decisions or the implementation of any recommended
actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related
Companion Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion
Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required
to be provided to the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated to consult with such related
Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day period (unless, the Special
Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10)
Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all information relating thereto). Notwithstanding
the consultation rights of the related Holder of a Serviced Pari Passu Companion Loan set forth in the immediately preceding sentence,
the Special Servicer may make any Major Decision or take any action set forth in the Asset Status Report before the expiration of the
aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary
to protect the interests of the Certificateholders, the RR Interest Owners and the related Companion Holder. In no event shall the Special
Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.


(f)               
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding
paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master Servicer
or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or Special Servicer,
as applicable, in which servicing issues related to the related Whole Loan are discussed.


(g)              
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor
Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two (2) Business Days
after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


Section 3.25       
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition
precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating Agency Confirmation
from each Rating Agency has made a request to any Rating




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Agency for such Rating Agency Confirmation
and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s
Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to
confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that
the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating
Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC
No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information
Provider, such RAC Requesting Party, may, but shall not be obligated to send such request directly to the Rating Agencies in accordance
with the procedures set forth in Section 13.10(d).


If there is no response to
such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario or if such
Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement
for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency
Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans (other than as set
forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such
requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may
then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original determination (made prior to
making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent
with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall
be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer or special servicer
has been appointed and currently serves as a master servicer or a special servicer, as applicable, on a transaction-level basis on a commercial
mortgage-backed securities transaction currently rated by Moody’s that currently has securities outstanding and for which Moody’s
has not cited servicing concerns with respect to such replacement master servicer or special servicer 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 in a commercial mortgage-backed securitization transaction serviced by the applicable replacement
master servicer or special servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency, (ii) the
applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or
“CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly
cited servicing concerns of the applicable replacement master servicer or special servicer, as applicable, as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable replacement
master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.




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Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and
shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation
request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post
such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


Promptly following the Master
Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a) following
any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer
or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken
for the particular item at such time, and the 17g-5 Information Provider shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c).


(b)              
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan
document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release
or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer
or Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


(c)              
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


Section 3.26       
The Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available to
Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Mortgage Loan, and (B)
that is contained in the CREFC® Servicer Watch List prepared by the applicable Master Servicer and (ii) each Final Asset
Status Report delivered or made available to the Operating Advisor. The Operating Advisor shall perform its duties hereunder in accordance
with the Operating Advisor Standard.


(b)              
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset
Status Report or Final Asset Status Report), subject to any Privileged Information Exception or law, rule, regulation, order, judgment
or decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged
Information, the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this
Agreement solely for purposes of complying with its duties and obligations hereunder.




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(c)              
(i) During the continuance of a Control Termination Event, based on the Operating Advisor’s review of any assessment
of compliance report, any attestation report, any Major Decision Reporting Package, and/or Asset Status Report, any Final Asset Status
Report and other reports by the Special Servicer made available to Privileged Persons that are posted on Certificate Administrator’s
Website during the prior calendar year, the Operating Advisor shall (if, at an time during the prior calendar year, any Mortgage Loan
(other than a Non-Serviced Mortgage Loan) was a Specially Serviced Mortgage Loan) deliver to the Depositor, the Certificate Administrator
(who shall promptly post such report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and
the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website in accordance with Section
3.13(c)) within one hundred-twenty (120) days of the end of the prior calendar year for which a Control Termination Event was
continuing as of December 31, an annual report (the “Operating Advisor Annual Report”), substantially in the form
of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating Advisor,
subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating
to Privileged Information; provided, however, that in no event shall the information or any other content included in the
Operating Advisor Annual Report contravene any provision of this Agreement), and setting forth the Operating Advisor’s assessment
of the Special Servicer’s performance of its duties pursuant to this Agreement during the prior calendar year on an Trust-Level
Basis with respect to the resolution and/or liquidation of any Specially Serviced Mortgage Loan that the Special Servicer is responsible
for servicing under this Agreement; provided, however, that in the event the Special Servicer is replaced, the Operating
Advisor Annual Report shall only relate to the Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar
year and is continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further, that
the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to the Excluded Special Servicer and any Excluded
Special Servicer Loan(s) serviced by such Excluded Special Servicer. Subject to the restrictions in this Agreement, each such Operating
Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s
obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans or REO Properties
that the Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property related to a
Non-Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged
Information (subject to any permitted exceptions). In preparing the Operating Advisor Annual Report, the Operating Advisor shall not
be required to (i) report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s
obligations under this Agreement that the Operating Advisor determines, in accordance with the Operating Advisor Standard, to be immaterial
or (ii) provide or obtain a legal opinion, legal review or legal conclusion. Notwithstanding the foregoing, with respect to any Serviced
AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance
in respect of such Serviced AB Whole Loan until during the continuance of an AB Control Appraisal Period under the related Co-Lender
Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(d) hereof, each such Operating
Advisor Annual Report shall comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information
(subject to any permitted exceptions). Such Operating Advisor Annual Report shall be delivered




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to the Depositor, the Certificate Administrator
(which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section
3.13(b)) and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)); provided, however, that the Special Servicer shall
be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior to its delivery to the Depositor,
the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation to adopt any comments
to the Operating Advisor Annual Report that are provided by the Special Servicer. Notwithstanding the foregoing, no Operating Advisor
Annual Report shall be required from the Operating Advisor with respect to the Special Servicer, if during the prior calendar year, no
Final Asset Status Report was prepared by the Special Servicer in connection with a Specially Serviced Loan or REO Property.


(ii)              
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report
is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from such limitations
or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of any information it is
provided without liability for such reliance thereon.


(d)              
Other than during continuance of a Control Termination Event, the Special Servicer shall forward any Appraisal Reduction Amount
and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with
the workout or liquidation of a Specially Serviced Mortgage Loan to the Operating Advisor after such calculations have been finalized.
The Operating Advisor shall review such calculations but shall not opine on or take any affirmative action with respect to such Appraisal
Reduction Amount calculations and/or net present value calculations (except that if the Operating Advisor discovers a material mathematical
error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and the Directing Certificateholder
of such error).


(e)              
(i)  During the continuance of a Control Termination Event, after the calculation but prior to the utilization by the
Special Servicer of any of the calculations related to (i) Appraisal Reduction Amounts or (ii) net present value in accordance
with Section 1.02(iv), the Special Servicer shall forward such calculations, together with any supporting material or additional
information necessary in the Special Servicer’s possession or reasonably obtainable by the Special Servicer in support thereof (including
such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but
not including any Privileged Information), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after
preparing such calculations, and the Operating Advisor shall promptly, but no later than five (5) Business Days after receipt of such
calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the
corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any
such calculation.




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(ii)              
 In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical calculations
of the net present value or the application of the applicable non-discretionary portions of the formula required to be utilized for
such calculation in any material respect, the Operating Advisor and the Special Servicer shall consult with each other in order to resolve
any material inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula
in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations. In
the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of
such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and
the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and the Special
Servicer and determine which calculation is to apply (and shall provide prompt written notice of such determination to the Operating Advisor
and the Special Servicer).


(f)               
Notwithstanding the foregoing, with respect to the Operating Advisor’s review of Appraisal Reduction Amount or net present
value calculations as required above, the Operating Advisor’s recalculation shall not take into account the reasonableness of the
Special Servicer’s property and borrower performance assumptions or other similar discretionary portions of the net present value
calculation or Appraisal Reduction calculation.


(g)              
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such information to any other Person (including any Certificateholders other than the Directing Certificateholder
and the RR Interest Owners), other than (1) to a party hereto, to the extent expressly set forth herein with a notice indicating that
such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) where necessary to support specific
findings or conclusions concerning allegations of deviations from the Servicing Standard (i) in the Operating Advisor Annual Report or
(ii) in connection with a recommendation by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives
Privileged Information shall not disclose such Privileged Information to any other Person without the prior written consent of the Special
Servicer and, unless a Consultation Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan
other than any Non-Serviced Mortgage Loan and any Excluded Loan) other than pursuant to a Privileged Information Exception or under circumstances
described in this Section 3.26(g). In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar
capacity with respect to Other Securitizations that involve the same parties or borrower involved in this securitization, the knowledge
of the employees performing operating advisor functions for such Other Securitizations are not imputed to different employees of the Operating
Advisor performing the obligations hereunder. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged
Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality
provisions applicable to the Operating Advisor.


(h)              
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating




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Advisor shall respond to Inquiries proposed
by Privileged Persons from time to time in accordance with the terms of Section 4.07(a).


(i)                
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan but excluding any Companion Loan) or each
REO Loan. As to each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor
Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and
in the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any
partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or
deemed to be due on such REO Loan is computed.


The Operating Advisor shall
be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a). Each
successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has
consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account
as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting Fee is actually
received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major Decision under this
Agreement, the Master Servicer or the Special Servicer, as applicable, processing the related Major Decision shall use efforts consistent
with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such
Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer or Special Servicer,
as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines
that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special
Servicer take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating
Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor shall have no obligations or consultation
rights as Operating Advisor with respect to any Non-Serviced Whole Loan or any related REO Property; provided, further,
that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced Whole Loan.


(j)                
After the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction
of Holders of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of Appraisal Reduction
Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a
vote to replace the Operating Advisor with a




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replacement Operating Advisor selected by such
Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor) and (ii) payment
by such requesting Holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation
from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will
not constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders
and the RR Interest Owners of such request by posting such notice on the Certificate Administrator’s Website in accordance with
Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon
the vote or written direction of Holders of a majority of the aggregate Certificate Balance of all Classes of Principal Balance Certificates
(taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which
such Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating
Advisor.


(k)              
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce
the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and appoint
a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such termination shall be effective until
a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement.
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any termination
of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible, be required
to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator,
the 17g-5 Information Provider, the Depositor, the Directing Certificateholder for any Mortgage Loan other than an Excluded Loan (but
only if no Control Termination Event or Consultation Termination Event has occurred), any Companion Holder and the Certificateholders.
Notwithstanding the foregoing, if the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination
of the Operating Advisor, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify
and appoint a successor operating advisor so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor
operating advisor and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance
of its obligations hereunder.


(l)               
The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event
hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event, such Operating
Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver
of an Operating Advisor Termination Event by Certificateholders, the




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Trustee and the Certificate Administrator shall
be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Operating
Advisor Termination Event prior to such waiver from the Trust.


(m)           
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to
consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


(n)              
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Risk Retention Consultation Parties and the Directing Certificateholder, if applicable, and (b) upon the appointment
of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the
Trustee of Rating Agency Confirmation from each Rating Agency. If no successor operating advisor has been so appointed and accepted the
appointment within thirty (30) days after the notice of resignation, the resigning Operating Advisor may petition any court of competent
jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. No such resignation by the Operating
Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee
and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


(o)              
[Reserved].


(p)              
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and
unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor Expenses
pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


(q)             
The parties hereto agree, and the Certificateholders and the RR Interest Owners by their acceptance of their Certificates and the
RR Interest shall be deemed to have agreed, that (i) subject to Section 6.04, the Operating Advisor shall have no liability
to any Certificateholder or any RR Interest Owner for any actions taken or for refraining from taking any actions under this Agreement,
(ii) the Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement, (iii) the Operating
Advisor shall have no (A) fiduciary duty, or (B) other duty except with respect to its specific obligations under this Agreement,
and shall have no duty to any particular Class of Certificates or particular Certificateholders or the RR Interest Owners or any third
party, and (iv) the Operating Advisor does not constitute an “investment adviser” within the meaning of the Investment
Advisers Act of 1940, as amended.




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(r)              
 With respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred and is
continuing, or has terminated, the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator
of notice thereof pursuant to Section 3.23(m) of this Agreement, and, with respect to any obligations of the Operating Advisor
that are performed only after the occurrence and during the continuance of a Control Termination Event or Consultation Termination Event
, the Operating Advisor shall have no obligation to perform any such duties until the receipt of such notice.


Section 3.27       
Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer shall be
the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement.


(b)              
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying
Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except for
the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against the Companion
Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely,
as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates, statements, opinions,
reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict
the requirements of this Agreement.


(c)              
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII
of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.


(d)              
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying
Agent, as regards to rights accrued prior to such resignation or removal.


Section 3.28       
Companion Register. The Companion Paying Agent shall maintain a register (the “Companion Register”) with
respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Companion
Holders from time to time, to the extent such information is provided in writing to it by each Companion Holder. The initial Companion
Holders, along with their respective name and address, are listed on Exhibit S hereto. In the event a Companion Holder transfers
a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected
payment in such Companion Loan and shall have no obligation to recover and redirect such payment.


The Companion Paying Agent
shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder upon written
request and any such Person may, without further investigation, conclusively rely upon such




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information. The Companion Paying Agent shall
have no liability to any Person for the provision of any such name and address.


For the avoidance of doubt,
unless specifically provided to the contrary in the related Intercreditor Agreement or this Agreement: (x) any notices, reports or other
information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Holder with respect to a Companion
Loan that has been included in an Other Securitization shall be provided to the Other Servicer under the Other Pooling and Servicing Agreement;
and (y) any notices, reports or other information required to be delivered pursuant to this Agreement by any party hereto to a holder
of a Non-Serviced Companion Loan shall be provided to the applicable Non-Serviced Master Servicer under the related Non-Serviced PSA.


Section 3.29       
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a)  In the event that any of the applicable
Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be
replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge
its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be.


(b)              
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee,
the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer of the same.


(c)              
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion
Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder
in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder
reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


(d)              
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or
materials required to be furnished by such Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event,
forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer may (with
the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any timing
or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


(e)              
With respect to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, the Directing Certificateholder, prior to the
occurrence and continuance of a




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Consultation Termination Event, or the Operating
Advisor, following the occurrence and during the continuance of a Consultation Termination Event, shall be entitled to exercise any consultation
rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified
in the related Intercreditor Agreement) under the related Intercreditor Agreement.


(f)               
With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


(g)              
With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the
Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations Reviewer
or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the Other Asset Representations
Reviewer or such other requesting party with any documents reasonably requested by the Other Asset Representations Reviewer or such other
requesting party, but only to the extent such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee
or the Custodian, as the case may be.


(h)              
On each Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related
Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and
retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage Loan Seller
that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer
(and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole
Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii) of the definition of Mortgage File
for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization
Date.


Upon receipt of notice from
the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing
Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related
Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing
File to the related Non-Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller
on the related Servicing Shift Securitization Date.


Promptly upon any change
in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact information
of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Special Servicer,
Non-Serviced Master Servicer and Non-Serviced Operating Advisor.






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Section 3.30       
[Reserved].


Section 3.31       
[Reserved].


Section 3.32       
Delivery of Excluded Information to the Certificate Administrator. (a) Any Excluded Information that the Master Servicer,
the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually
acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name
and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information that is not appropriately labeled
and delivered in accordance with this Section 3.32(a) shall not be separately posted as Excluded Information on the Certificate
Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to this
Section 3.32(a) shall be posted on the Certificate Administrator’s Website under the “Excluded Information”
section, as provided under Section 3.13. When so posted, the Excluded Controlling Class Holders shall be prohibited from the
access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with
respect to the related Excluded Controlling Class Loans). None of the Master Servicer, the Special Servicer or the Operating Advisor shall
have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.32(a) until
such party has received written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E
to this Agreement. Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which
the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information
is not available to such Excluded Controlling Class Holder on the Certificate Administrator’s Website on account of it constituting
Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect
to the related Excluded Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with
Section 3.13(a).


(b)              
Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from
receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the
Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such Directing Certificateholder
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall
be permitted to reasonably request and obtain such information in accordance with Section 3.13(a) and Section 4.02(f)
of this Agreement.


Section 3.33       
Certain Matters with Respect to Joint Mortgage Loans.




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(a)              
 If a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”) repurchases,
or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.33(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint Mortgage
Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the
provisions of this Section 3.33 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to
this Agreement that provides otherwise, and except as provided herein, such Mortgage Loan shall continue to be serviced under this Agreement.
Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related Mortgage Loan Purchase Agreement that
the terms set forth in this Section 3.33 with respect to the servicing and administration of such Joint Mortgage Loan shall
apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased or, by way of substitution, otherwise
removed from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust until such time
as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section 3.33,
Section 13.01(l) and Section 13.08(a) only, “Mortgage Note” shall mean with respect to any Joint Mortgage
Loan, each original promissory note that collectively represents the Mortgage Note (as defined in Article I) with respect to such Joint
Mortgage Loan and shall not be a collective reference to such promissory notes.


(b)              
Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be held
exclusively by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold and retain
title to its original Repurchased Note(s) and any related endorsements thereof.


(i)           
     All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal
priority, and no portion of any Mortgage Note shall have priority or preference over any other portion of the other Mortgage Notes
or security therefor. Payments from the related Mortgagor (including, without limitation, any Penalty Charges) or any other amounts
received with respect to each Mortgage Note shall be collected as provided in this Agreement by the Master Servicer and shall be
applied upon receipt by the Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan
Seller Percentage Interest, subject to Section 3.33(b)(ii). Payments or any other amounts received with respect to the
related Repurchased Note shall be held in trust for the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted
(net of its pro rata share of amounts payable at the Administrative Cost Rate and any other amounts due to the Master
Servicer or Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the Master Servicer on each
Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited and applied in
accordance with this Agreement, subject to Section 3.33(b)(ii). If any Joint Mortgage Loan to which this Section 3.33
applies becomes an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage Loan shall be collected
and shall be applied upon receipt by the Master Servicer pro rata to each related Mortgage Note based on its respective
Mortgage Loan Seller Percentage Interest, subject to Section 3.33(b)(ii). Any Appraisal Reduction Amounts calculated
with respect to any Joint Mortgage Loan subject to this Section 3.33




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shall be allocated to each related Mortgage
Note, pro rata based upon the respective unpaid principal balances thereof.


(ii)              
If the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount
due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive from the
Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses and shortfalls relating
solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest, Nonrecoverable Advances, interest on
Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related to the applicable Mortgage
Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the respective unpaid principal balances
thereof. In no event shall any costs, expenses, fees or any other amounts related to any Mortgage Loan or Joint Mortgage Loan other than
the applicable Joint Mortgage Loan be deducted from payments or any other amounts received with respect to such Joint Mortgage Loan and
payable to the applicable Repurchasing Mortgage Loan Seller.


(iii)              
A Joint Mortgage Loan to which this Section 3.33 applies shall be serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing
Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole Loan (and, if such Joint
Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and administered under the applicable
Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage Loan and (2) the only
Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related Repurchased Note were a Serviced
Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate the Master Servicer, the Special Servicer
or the Operating Advisor as servicer, special servicer or operating advisor, respectively, of the related Repurchased Note. All rights
of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master Servicer or the Special Servicer, as applicable,
on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing Mortgage Loan Seller in accordance with this
Agreement.


(iv)             
The related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder
on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the applicable
Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory notes comprising
Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer, the Special Servicer
and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such Repurchased Note were a
Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer, the Special
Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect to any




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Repurchased Note or, if no related Mortgage
Note is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the Master
Servicer and the Special Servicer shall have no reporting requirement with respect to any Repurchased Note other than to deliver to the
related Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a Serviced Pari Passu Companion Loan
hereunder.


(v)              
Notwithstanding any of the foregoing to the contrary, with respect to each Joint Mortgage Loan, the terms of the related Intercreditor
Agreement shall continue to apply to all of the Mortgage Notes comprising such Mortgage Loans, including any Repurchased Note.


(c)              
If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.33 applies is a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The Special Servicer shall
cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage Loan Seller in accordance
with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Workout Fee or Liquidation
Fee payable to the Special Servicer under this Agreement as with respect to a Serviced Pari Passu Companion Loan.


(d)              
If (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in the belief
or expectation that a related payment has been made or will be received or collected in connection with any or all of the applicable Mortgage
Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable Repurchasing Mortgage Loan
Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If the Master Servicer determines at
any time that any amount received or collected by the Master Servicer in respect of any Joint Mortgage Loan to which this Section 3.33
applies must be returned to the related Mortgagor or paid to any other person or entity pursuant to any insolvency law or otherwise, notwithstanding
any other provision of this Agreement, the Master Servicer shall not be required to distribute any portion thereof to the related Repurchasing
Mortgage Loan Seller, and such Repurchasing Mortgage Loan Seller shall promptly on demand by the Master Servicer repay (which obligation
shall survive the termination of this Agreement) any portion thereof that the Master Servicer shall have distributed to such Repurchasing
Mortgage Loan Seller, together with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or
such other person or entity with respect thereto.


(e)              
Subject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder
and any consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of the holders
of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations
regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided hereunder. Without limiting
the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable, may agree to any modification, waiver
or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution
of collateral




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securing, and/or permit the release of the
related Mortgagor on or any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.33,
without the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they pertain
to a Serviced Pari Passu Companion Loan.


(f)               
In taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each be
subject to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this Section 3.33
applies as is consistent with this Agreement and shall be liable to any Repurchasing Mortgage Loan Seller only to the same extent as set
forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


(g)              
If the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased Note which
would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance,
the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing Mortgage Loan Seller’s
Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding the foregoing, the applicable
Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer or the Special Servicer (and amounts
due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances or interest thereon or any amounts related to
any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating to the applicable Repurchased Note. To the extent
that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered,
the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement from such recovery based on its Mortgage Loan Seller Percentage
Interest of such recovery. This reimbursement right shall not limit the Trustee’s, the Master Servicer’s or the Special Servicer’s
rights to reimbursement under this Agreement. Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing
Mortgage Loan Seller shall not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


(h)              
Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee
of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


(i)                
The Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage Loan Seller as
a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements, continuation statements
and other documents and instruments necessary to maintain the lien created by any Mortgage or other security document related to the applicable
Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications, waivers, amendments or consents
to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of satisfaction or cancellation, or of full
release or discharge, and all other comparable instruments with respect to the related Repurchased Note or related Repurchased Notes and
the related Mortgaged Property all in accordance with, and




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subject to, the terms of this Agreement. Each
Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer and the Special Servicer any powers
of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to
carry out its servicing and administrative duties under this Agreement related to the applicable Joint Mortgage Loan; provided
that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be indemnified by the Master Servicer or the Special Servicer,
as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer,
as the case may be; and further provided that the Master Servicer or the Special Servicer, without the written consent of the applicable
Repurchasing Mortgage Loan Seller, shall not initiate any action in the name of such Repurchasing Mortgage Loan Seller without indicating
its representative capacity or take any action with the intent to cause and that actually causes, such Repurchasing Mortgage Loan Seller
to be registered to do business in any state.


(j)               
Pursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to deliver
to the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased Note,
any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or
trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or rights provided
by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related Repurchased Note.


Article IV



Distributions TO CERTIFICATEHOLDERS AND THE RR INTEREST OWNERS


Section 4.01       
Distributions.


(a)              
Distributions of Available Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect
to each Class of Lower-Tier Regular Interests (other than the Class LRR Uncertificated Interest and the LRI Uncertificated Interest),
and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect to any
succeeding priority:


(i)               
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-2A1 Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the Class A-SB Certificates, the Class X-A
Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class X-FG Certificates, the Class X-H Certificates and
the Class X-NR Certificates, pro rata (based upon their respective entitlements to interest for such Distribution Date), in respect
of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such Distribution
Date;




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(ii)             
 second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-2A1 Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates and the Class A-SB Certificates in reduction of
their Certificate Balances: (I) prior to the Cross-Over Date (1) first, to the Holders of the Class A-SB Certificates,
in an amount up to the Non-VRR Principal Distribution Amount, until the outstanding Certificate Balance of the Class A-SB Certificates
is reduced to the Class A-SB Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the
Class A-1 Certificates, in an amount up to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any
distributions specified in subclause (1) above have been made on such Distribution Date), until the outstanding Certificate
Balance of the Class A-1 Certificates is reduced to zero; (3) third, to the Holders of the Class A-2 and Class A-2A1
Certificates, pro rata based on their respective Certificate Balances, in an amount up to the Non-VRR Principal Distribution Amount
(or the portion thereof remaining after any distributions specified in subclauses (1) and (2) above have been made
on such Distribution Date), until the outstanding Certificate Balance of such Class of Certificates is reduced to zero; (4) fourth,
to the Holders of the Class A-3 Certificates in an amount up to the Non-VRR Principal Distribution Amount (or the portion thereof
remaining after any distributions specified in subclauses (1), (2) and (3) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-3 Certificates is reduced to zero; (5) fifth, to the
Holders of the Class A-4 Certificates in an amount up to the Non-VRR Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1), (2), (3) and (4) above have been made on such Distribution
Date), until the outstanding Certificate Balance of the Class A-4 Certificates is reduced to zero; (6) sixth, to the
Holders of the Class A-5 Certificates in an amount up to the Non-VRR Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1), (2), (3), (4) and (5) above have been made on
such Distribution Date), until the outstanding Certificate Balance of the Class A-5 Certificates is reduced to zero; and (7) seventh,
to the Holders of the Class A-SB Certificates, in an amount up to the Non-VRR Principal Distribution Amount (or the portion thereof remaining
after any distributions specified in subclauses (1), (2), (3), (4), (5) and (6) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates is reduced to zero; and
(II) on or after the Cross-Over Date, to the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5
and Class A-SB Certificates, pro rata (based on their respective Certificate Balances) in an amount equal to the Non-VRR Principal
Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1, Class A-2, Class A-2A1,
Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is reduced to zero;


(iii)            
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-2A1 Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates and the Class A-SB Certificates pro rata
(based upon the aggregate unreimbursed Non-VRR Realized Losses previously allocated to each such Class), first, (i) up to an amount equal
to the unreimbursed Non-VRR Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and
unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate




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for such Class compounded monthly from
the date the related Non-VRR Realized Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(iv)               
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(v)              
fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof,
up to an amount equal to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class A-S Certificates is reduced to zero;


(vi)             
sixth, to the Holders of the Class A-S Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(vii)            
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(viii)          
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders of the
Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Non-VRR Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class B Certificates is reduced to zero;


(ix)             
ninth, to the Holders of the Class B Certificates, first, (i) up to an amount equal to the aggregate unreimbursed Non-VRR
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized Loss was
allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(x)                 
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


(xi)              
eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have been reduced
to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the
Non-VRR




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Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A Certificates and Class B Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class C Certificates is reduced to zero;


(xii)             
twelfth, to the Holders of the Class C Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xiii)           
thirteenth, to the Holders of the Class D Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(xiv)          
fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C
Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof,
up to an amount equal to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
of the Class A Certificates, Class B Certificates and Class C Certificates on such Distribution Date), until the outstanding
Certificate Balance of the Class D Certificates is reduced to zero;


(xv)              
fifteenth, to the Holders of the Class D Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xvi)          
sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(xvii)         
seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates
and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate Balances
thereof, up to an amount equal to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class E Certificates is reduced to zero;


(xviii)      
eighteenth, to the Holders of the Class E Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class




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compounded monthly from the date the
related Non-VRR Realized Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xix)             
nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(xx)             
twentieth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in
reduction of the Certificate Balance thereof, up to an amount equal to the Non-VRR Principal Distribution Amount (or the portion thereof
remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates and Class E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F Certificates
is reduced to zero;


(xxi)          
twenty-first, to the Holders of the Class F Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xxii)         
twenty-second, to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(xxiii)         
twenty-third, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Non-VRR Principal Distribution Amount (or
the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates and Class F Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class G Certificates is reduced to zero;


(xxiv)       
twenty-fourth, to the Holders of the Class G Certificates, first, (i) up to an amount equal to the unreimbursed Non-VRR
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized Loss was
allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xxv)         
twenty-fifth, to the Holders of the Class H Certificates in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;




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(xxvi)      
 twenty-sixth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates have been
reduced to zero, to the Holders of the Class H Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to
the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates,
and Class G Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class H Certificates is reduced
to zero;


(xxvii)      
twenty-seventh, to the Holders of the Class H Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xxviii)     
twenty-eighth, to the Holders of the Class J Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


(xxix)         
twenty-ninth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates and
Class H Certificates have been reduced to zero, to the Holders of the Class J Certificates, in reduction of the Certificate Balance
thereof, up to an amount equal to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates, Class G Certificates, and Class H Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class J Certificates is reduced to zero;


(xxx)          
thirtieth, to the Holders of the Class J Certificates, first, (i) up to an amount equal to the aggregate unreimbursed Non-VRR
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on the amount
set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized Loss was
allocated to such Class until the date such Non-VRR Realized Loss is reimbursed;


(xxxi)         
thirty-first, to the Holders of the Class K Certificates in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


(xxxii)       
thirty-second, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates, Class F Certificates, Class G Certificates, Class H
Certificates and Class J Certificates have been reduced to zero, to the Holders of the Class K Certificates, in reduction of the




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Certificate Balance thereof, up to an
amount equal to the Non-VRR Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, and Class J Certificates on such Distribution Date),
until the outstanding Certificate Balance of the Class K Certificates is reduced to zero;


(xxxiii)     
thirty-third, to the Holders of the Class K Certificates, first, (i) up to an amount equal to the aggregate unreimbursed
Non-VRR Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Non-VRR Realized
Loss was allocated to such Class until the date such Non-VRR Realized Loss is reimbursed; and


(xxxiv)     
thirty-fourth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any,
of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


If, in connection with any
Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the receipt of
payments as of the Determination Date and additional Periodic Payments, Balloon Payments or unscheduled principal payments are subsequently
received by the Master Servicer and required to be part of the Available Funds for such Distribution Date, the Master Servicer shall promptly
notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the
revised distribution on a timely basis on such Distribution Date. None of the Master Servicer, the Special Servicer or the Certificate
Administrator shall be liable or held responsible for any resulting delay in the making of such distribution to Certificateholders solely
on the basis of the actions described in the preceding sentence.


(b)              
[Reserved].


(c)             
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or
reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable
to the Holders of the respective Related Certificates or the RR Interest Owners as provided in Sections 4.01(a), 4.01(f)
and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular Interests is equal to
the Certificate Balance of the Class of Related Certificates or the VRR Interest Balance of the RR Interest, as applicable. On each Distribution
Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest
Distribution Amount or VRR Interest Distribution Amount, as applicable, in respect of its Related Certificates or VRR Interest, plus a
pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA2A1,
Class LA3, Class LA4, Class LA5, Class LASB and Class LAS Uncertificated Interests, the Class X-A Certificates, (ii) in
the case of the Class LB and Class LC Uncertificated Interests, the Class X-B Certificates, (iii) in the case of the Class LD
and Class LE Uncertificated Interests, the Class X-D Certificates, (iv) in the case of the Class LF and Class LG Uncertificated Interest,
the Class X-FG Certificates, (v) in the case of the Class LH




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Uncertificated Interest, the Class X-H Certificates
and (vi) in the case of the Class LJ and Class LK Uncertificated Interest, the Class X-NR Certificates, in each case, computed based
on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates
and a Notional Amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon
as provided in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively as the
“Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier
Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution
Account.


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates or the VRR Interest Balance
of the RR Interest with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b)
and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier
Principal Amount. The pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth
in the Preliminary Statement hereto.


Any amount that remains in
the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount and
distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall be distributed to
the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate Available
Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


While the Certificate Balance
of any Class of Certificates is reduced to zero, such Class shall not be entitled to any further distributions in respect of interest
or principal other than reimbursement of Realized Losses with interest and other amounts provided for in this Section 4.01.


(d)             
Distributions of VRR Available Funds on the VRR Interest. On each Distribution Date, the Certificate Administrator shall
withdraw from the Upper-Tier REMIC Distribution Account the amounts on deposit therein, to the extent of the VRR Available Funds for such
Distribution Date, and shall distribute such amounts to the VRR Interest Owners and the Class R Certificates in accordance with this section
(d).


On each Distribution Date,
the Certificate Administrator shall apply the then applicable VRR Available Funds for such Distribution Date to make distributions to
the VRR Interest Owners for the following purposes and in the following order of priority:


(i)               
first, distributions of interest on the RR Interest and the Class RR Certificates, pro rata based on their respective
VRR Interest Balances, in respect of interest, up to an amount equal to the VRR Interest Distribution Amount for such Distribution Date;




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(ii)             
 second, distributions in reduction of the RR Interest and the Class RR Certificates, pro rata based on their respective
VRR Interest Balances, in reduction of the VRR Interest Balance thereof, up to an amount equal to the VRR Principal Distribution Amount
for such Distribution Date, until the outstanding VRR Interest Balance has been reduced to zero; and


(iii)             
third, to the RR Interest and the Class RR Certificates, pro rata based on their respective VRR Interest Balances,
for reimbursements (with interest) of prior write-offs of the VRR Interest Balance of the VRR Interest, up to an amount equal to the unreimbursed
VRR Realized Losses previously allocated to the VRR Interest, plus interest in an amount equal to the VRR Realized Loss Interest Distribution
Amount for such Distribution Date;


provided that, with respect to any Distribution
Date, to the extent that VRR Available Funds for such Distribution Date exceeds the distributions to the VRR Interest Owners on such Distribution
Date pursuant to the immediately preceding clauses (i) through (iii), the Certificate Administrator shall distribute such excess to the
Holders of the Class R Certificates.


(e)              
(i) On each Distribution Date, the Non-VRR Percentage of the Prepayment Premiums and Yield Maintenance Charges, if any, collected
in respect of the Mortgage Loans during the related Collection Period in an amount equal to the product of (x) the Non-VRR Percentage
and (y) the aggregate of the Prepayment Premiums and Yield Maintenance Charges collected in respect of the Mortgage Loans for the related
Collection Period shall be distributed by the Certificate Administrator to the Holders of each Class of Regular Certificates (other than
the Class X-FG, Class X-H, Class X-NR, Class F, Class G, Class H, Class J and Class K) in the following manner: (1) pro
rata, among (w) the YM Group A, (x) the YM Group B and (y) the YM Group D and based upon the aggregate of principal distributed
to the Classes of Principal Balance Certificates in each YM Group on such Distribution Date, and (2) among the Classes of Certificates
in each YM Group, in the following manner: with respect to each YM Group, (A) the Holders of each Class of Principal Balance Certificates
in such YM Group shall be entitled to receive on each Distribution Date an amount of the Non-VRR Percentage of Prepayment Premiums or
Yield Maintenance Charges equal to the sum, for all mortgage loan prepayments, of the product of (a) a fraction whose numerator is
the amount of principal distributed to such Class on such Distribution Date and whose denominator is the total amount of principal distributed
to all of the Principal Balance Certificates in that YM Group representing principal payments in respect of the Mortgage Loans on such
Distribution Date, (b) the Base Interest Fraction for the related principal prepayment and such Class of Principal Balance Certificates,
and (c) the Non-VRR Percentage of Prepayment Premiums or Yield Maintenance Charges collected during the related Collection Period
and allocated to such YM Group and (B) any Prepayment Premiums or Yield Maintenance Charges allocated to such YM Group collected
during the related Collection Period remaining after such distributions will be distributed to the Class of Class X Certificates
in such YM Group. If there is more than one such Class of Certificates entitled to distributions of principal on any particular Distribution
Date on which Prepayment Premiums or Yield Maintenance Charges relating to the Mortgage Loans are distributable, the aggregate amount
of such Non-VRR Percentage of Prepayment Premiums or Yield Maintenance Charges will be allocated among all such Classes of Certificates
up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with the




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first sentence of this paragraph. On each Distribution
Date, the VRR Interest will be entitled to Prepayment Premiums and Yield Maintenance Charges in an amount equal to the product of (x)
the VRR Percentage and (y) all Prepayment Premiums and Yield Maintenance Charges, if any, collected in respect of the Mortgage Loans during
the related Collection Period.


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” with respect to any Principal
Prepayment on any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect to
any Class of Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates, shall be a fraction (A) whose numerator is the greater of (x) zero and (y) the difference
between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the applicable Discount Rate used in accordance
with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (B) whose
denominator is the greater of zero and the difference between (i) the Mortgage Rate on such Mortgage Loan (or with respect to any
Mortgage Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced Whole Loan), and (ii) the applicable Discount
Rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment. However, (1) under no circumstances shall the Base Interest Fraction be greater than one or less than zero, (2) if
the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan, as applicable,
and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will equal zero
and (3) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced Whole Loan,
as applicable, and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one (1).


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge collected
on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum equal to (i) if
a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of
the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable Master Servicer), converted
(if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation of the applicable Prepayment
Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated
by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury Constant Maturities”
in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date
of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter,
most nearly approximating the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan)
or the Anticipated Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield
converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator
shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.




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(ii)              
 No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class X-FG, Class X-H, Class X-NR,
Class F, Class G, Class H, Class J, Class K, Class S or Class R Certificates. Instead, after the Notional Amounts of the Class
X-A, Class X-B, Class X-D, Class X-FG, Class X-H and Class X-NR Certificates, and the Certificate Balances of the Class A-1, Class A-2,
Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced
to zero, the Non-VRR Percentage of all Prepayment Premiums and Yield Maintenance Charges with respect to Mortgage Loans allocated to the
Certificateholders shall be distributed to Holders of the Class X-D Certificates and the VRR Percentage of Prepayment Premiums and Yield
Maintenance Charges with respect to Mortgage Loans shall be allocated to the VRR Interest.


(iii)             
All distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates
or the VRR Interest on each Distribution Date pursuant to this Section 4.01(e) shall first be deemed to be distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata, based upon
the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant
to Section 4.01(c) above.


On each Distribution Date,
amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the VRR Percentage of such Prepayment Premiums and Yield
Maintenance Charges (such portion of any Prepayment Premiums and Yield Maintenance Charges, the “VRR Retained Prepayment Premiums
and Yield Maintenance Charges”) collected on the Mortgage Loans during the related Collection Period shall be distributed by
the Certificate Administrator to the VRR Interest Owners, on a pro rata and pari passu basis, as follows:


On each Distribution Date,
any portion of Prepayment Premiums and Yield Maintenance Charges that are to be distributed to the VRR Interest Owners shall, for federal
income tax purposes, be deemed to have first been transferred to the Grantor Trust in respect of the VRR REMIC Regular Interests.


(f)               
On each Distribution Date, the Certificate Administrator shall (i) apply amounts from the Non-VRR Gain-on-Sale Reserve
Account up to the Non-VRR Percentage of the Aggregate Gain-on-Sale Entitlement Amount (other than amounts with respect to a Non-Serviced
Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Non-VRR Certificates (in order of distribution priority)
(first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all Non-VRR
Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Non-VRR Percentage of Aggregate
Available Funds for such Distribution Date pursuant to Section 4.01(a) and (ii) apply amounts from the VRR Interest Gain-on-Sale
Reserve Account up to the VRR Percentage of the Aggregate Certificate Gain-on-Sale Entitlement Amount, as applicable, (other than amounts
with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse the VRR Interest Owners (first deeming such
amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to all VRR Realized Losses,
if any, previously deemed allocated to them and unreimbursed after application of the VRR Percentage of Aggregate Available Funds for
such Distribution Date




    	 	313	 



    
	 	 



    

pursuant to Section 4.01(d). Amounts
paid from the Non-VRR Gain-on-Sale Reserve Account or the VRR Interest Gain-on-Sale Reserve Account, as applicable, shall
not reduce the Certificate Balances of the Classes of Certificates receiving such distributions or the RR Interest Balance, as applicable.
Any amounts remaining in the Non-VRR Gain-on-Sale Reserve Account or the VRR Interest Gain-on-Sale Reserve Account, as
applicable, after such distributions shall be applied to offset future Non-VRR Realized Losses with respect to the Non-VRR Certificates
or future VRR Realized Losses with respect to the VRR Interest, as applicable, in each case allocable to the Non-VRR Certificates and
the VRR Interest, respectively. Upon termination of the Trust, any amounts remaining in the Non-VRR Gain-on-Sale Reserve Account
or the VRR Interest Gain-on-Sale Reserve Account, as applicable, shall be distributed on the final Distribution Date to the Holders
of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


(g)              
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically provided
in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution
Date shall be made to the Certificateholders of the respective Class of record at the close of business on the related Record Date and
shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided the Certificate Administrator with wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order
applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder at its address in the Certificate
Register. The final distribution on each Certificate or the RR Interest (determined without regard to any possible future reimbursement
of Realized Losses previously allocated to such Certificate or the RR Interest, as applicable) shall be made in like manner, but, in the
case of the Certificates, only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such
other location specified in the notice to Certificateholders of such final distribution.


Each distribution with respect
to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible for crediting
the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating
brokerage firm (a ”brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage
firm shall be responsible for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Administrator,
the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters shall have any responsibility
therefor except as otherwise provided by this Agreement or applicable law.


(h)              
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates or the RR Interest (determined without regard to any possible future reimbursement of any amount
of Realized Losses previously allocated to such Class of Certificates or the RR Interest, as applicable) will be made on the next Distribution
Date, the Certificate Administrator shall, no




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later than the related P&I Advance Determination
Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format to the
effect that:


(i)               
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates or the RR Interest
will be made on such Distribution Date but, in the case of the Certificates, only upon presentation and surrender of such Certificates
at the offices of the Certificate Registrar or such other location therein specified; and


(ii)              
no interest shall accrue on such Certificates or the RR Interest from and after such Distribution Date.


Any funds not distributed to any Holder or
Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates
shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been
surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a
second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive
the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered
for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate and subject to escheatment and other applicable
laws. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue
or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


(i)                
Distributions in reimbursement of Non-VRR Realized Losses or VRR Realized Losses previously allocated to the Non-VRR Certificates
or the VRR Interest shall be made in the amounts and manner specified in Section 4.01(a) or Section 4.01(d), as applicable,
to the Holders of the respective Class or the VRR Interest Owner otherwise entitled to distributions of interest and principal on such
Class or the VRR Interest on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses
previously allocated to a Class of Certificates which has since been retired shall be to the prior Holders that surrendered the Certificates
of such Class upon retirement thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate
Register. Notice of any such distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address.
The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates
surrendered thereby. If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and
held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder
in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.




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(j)                
 On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage Loans
shall be distributed (i) to the Holders of the Class S Certificates in an amount equal to the Non-VRR Percentage of such Excess Interest;
(ii) to the VRR Interest Owners, pro rata based on the VRR Interest Balances of each of the RR Interest and the Class RR Certificates,
in an aggregate amount equal to the product of (A) the VRR Percentage, multiplied by (B) the amount of such Excess Interest. Excess Interest
will not be available to pay any other amounts except for distributions set forth in the prior sentence.


(k)              
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make
withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


(i)               
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required to
be deposited therein;


(ii)              
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee or
the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable
to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced Whole Loan related
to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor Agreement;


(iii)            
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


(iv)            
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


All distributions from the
Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder by wire
transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder or an agent
therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information relating thereto
is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail to the address of such
Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at a commercial bank in the United
States.


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall
distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were
transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer Remittance Date
in accordance with Section 3.05(g)(v).






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Section 4.02       
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a)  On
each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto
and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor Reporting
Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution
Date Statement”) which shall include:


(i)                            
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the Certificate
Balance thereof and to the RR Interest in reduction of the RR Interest Balance;


(ii)                
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including the
previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the Master Servicer Remittance
Date;


(iii)             
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual Property Royalty
License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination Date together with
detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


(iv)              
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


(v)                
the aggregate amount of unscheduled payments received;


(vi)                         
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such Distribution
Date;


(vii)            
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent 60
days to 89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


(viii)           
the value of any REO Property (and, with respect to any Serviced Whole Loan, the Trust’s interest therein) included in the
Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most
recent Appraisal or valuation;




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(ix)              
 the Available Funds and the VRR Available Funds for such Distribution Date;


(x)                
the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying any Interest
Accrual Amount for such Distribution Date allocated to such Class of Certificates;


(xi)             
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates and the RR Interest allocable
to (A) Prepayment Premiums and Yield Maintenance Charges and (B) in the case of the Class S Certificates and the VRR Interest, Excess
Interest;


(xii)             
the Pass-Through Rate for such Class of Certificates and the VRR Interest Rate for the VRR Interest for such Distribution
Date;


(xiii)           
the Scheduled Principal Distribution Date;


(xiv)          
the Aggregate Principal Distribution Amount, the Non-VRR Principal Distribution Amount, the VRR Principal Distribution Amount,
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date, with respect
to the pool of Mortgage Loans;


(xv)            
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates and the VRR Interest Balance of
the RR Interest immediately before and immediately after such Distribution Date, separately identifying any reduction therein as a result
of the allocation of any Realized Loss on such Distribution Date and the aggregate amount of all reductions as a result of allocations
of Non-VRR Realized Losses or VRR Realized Losses in respect of the Principal Balance Certificates or the VRR Interest, as applicable,
to date;


(xvi)           
the Certificate Factor for each Class of Certificates (other than the Class R and Class S Certificates) immediately following
such Distribution Date;


(xvii)         
the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis and
the total Appraisal Reduction Amount effected in connection with such Distribution Date;


(xviii)        
the current Controlling Class;


(xix)            
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


(xx)            
a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first




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Distribution Date, as of the Cut-off
Date) and the amount and the type of Principal Prepayment occurring;


(xxi)                         a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the case of
the first Distribution Date, as of the Cut-off Date);


(xxii)            
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


(xxiii)        
in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


(xxiv)       
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates or the RR Interest Owners
in reimbursement of any previously allocated Non-VRR Realized Loss or VRR Realized Loss, as applicable;


(xxv)         
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


(xxvi)       
with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in the case
of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment in full),
(A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with
such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates or VRR Interest in connection with such Liquidation Event;


(xxvii)      
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries
with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the loan number
of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that determination
(separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Non-VRR Realized
Loss allocated to the Principal Balance Certificates or VRR Realized Loss allocated to the VRR Interest in respect of the related REO
Loan in connection with that determination;


(xxviii)     
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


(xxix)         
[Reserved];




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(xxx)           
 the then-current credit support levels for each Class of Certificates;


(xxxi)         
the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified) collected
since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


(xxxii)        
a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


(xxxiii)     
a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage Loan
by the applicable Mortgage Loan Seller;


(xxxiv)      
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, which information will be provided to the Certificate Administrator by the Master Servicer;


(xxxv)       
the amount of any Excess Interest actually received; and


(xxxvi)     
a statement of the identity of the Directing Certificateholder and to the extent that the Directing Certificateholder and any
affiliates thereof primarily operate under an identity other than that of the Directing Certificateholder and the affiliation of such
identity with the Directing Certificateholder is not reasonably evident from the Directing Certificateholder’s name, the identity
pursuant to which the Directing Certificateholder and any affiliates thereof primarily operate.


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii) and (xxxiv) above, the amounts shall be expressed as a
dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive Certificate.


With respect to the information
identified in clause (xxxv), the Certificate Administrator shall be entitled to rely on the statement set forth in Exhibit P-1G.


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting
of such information to the Certificate Administrator’s Website or its filing of such information pursuant to this Agreement, including,
but not limited to, filing via EDGAR.


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate or an RR Interest Owner, a statement containing the information set forth in clauses (i)
and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person was
a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder,
Certificate Owner or an RR Interest Owner reasonably requests, to enable Certificateholders and the RR Interest Owners to prepare their
tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the




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extent that substantially comparable information
shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section 11.04
for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations
Reviewer.


(b)              
[Reserved].


(c)              
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin
board service or, if applicable, Internet website (in addition to making information available as provided herein) any reports or other
information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement,
the Rating Agencies or any Certificateholder or any RR Interest Owner or any prospective Certificateholder or prospective RR Interest
Owner that has provided the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, with an Investor Certification
or has executed a “click-through” confidentiality agreement in accordance with Section 3.13 hereof (which
may be a licensed or registered investment advisor) to the extent such action does not conflict with the terms of this Agreement (including
without limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law.
Notwithstanding this paragraph, the availability of such information or reports on the Internet or similar electronic media shall not
be deemed to satisfy any specific delivery requirements in this Agreement except as set forth herein. In connection with providing access
to the Master Servicer’s Internet website, the Master Servicer shall take reasonable measures to ensure that only such parties listed
above may access such information including, without limitation, requiring registration, a confidentiality agreement and acceptance of
a disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination of this information in
accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information delivered,
produced, or made available pursuant to Sections 3.13 and 4.02(b), other than information produced by the Master Servicer
or Special Servicer, as applicable; provided that such information otherwise meets the requirements set forth herein with respect
to the form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant
to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such report.


The Special Servicer shall
from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information
in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare each
report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. Neither the Certificate
Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto by the
Master Servicer. Unless the Certificate Administrator has




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actual knowledge that any report or file received
from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating and
making distributions to Certificateholders and the RR Interest Owners in accordance with Section 4.01, preparing the Distribution
Date Statement required by Section 4.02(a) and allocating Non-VRR Realized Losses to the Non-VRR Certificates in accordance
with Section 4.04 and VRR Realized Losses to the VRR Interest in accordance with Section 4.04.


Notwithstanding the foregoing,
the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed pursuant to this
Section 4.02(b) or Section 4.02(d) shall not constitute a breach of this Section 4.02(b) or of Section 4.02(d)
to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer
or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer
may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability
on the part of any other party hereto).


(d)              
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate
that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in
any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably practicable,
at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party such information that
is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is requested
by such Person, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities Act. Neither the
Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A or any
other securities laws of any available information so furnished to any Person including any prospective purchaser of a Certificate or
any interest therein, nor for the content or accuracy of any information so furnished which was prepared or delivered to them by another.


(e)              
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except as specifically
provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


(f)               
Upon the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s
reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s
or Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available (or forward
electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder) any Excluded Information
(available to Privileged Persons through the Certificate Administrator’s Website but not accessible to such Excluded Controlling
Class Holder through




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the Certificate Administrator’s Website
on account of it constituting Excluded Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded
Controlling Class Holder is not a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer
may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the
Master Servicer or Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling Class
Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or Special
Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor Certification substantially
in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling
Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f)
shall include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


Section 4.03       
P&I Advances. (a)  On or before 4:00 p.m., New York City time, on each Master Servicer Remittance Date,
the Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC Distribution
Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect
of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution to Certificateholders
in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage Loans or (iii) make
P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made.
Any amounts held in the Collection Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans
shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection
Account on or before the next succeeding Master Servicer Remittance Date (to the extent not previously replaced through the deposit of
Late Collections of the delinquent principal and/or interest in respect of which P&I Advances were made). The Master Servicer shall
notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect to the Mortgage Loans for
a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage Loans for such Distribution
Date, on or before two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance
by 4:00 p.m., New York City time, on any Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05
by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided
written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution
Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify
the Trustee of such circumstances by 4:30 p.m., New York City time, on the related Master Servicer Remittance Date. Notwithstanding
the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for the
related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account
but shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.




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To the extent required under
the related Intercreditor Agreement, if a P&I Advance is made with respect to any Mortgage Loan with a related Serviced Companion
Loan, the Master Servicer or Trustee, as applicable, shall notify the Other Servicer and the Other Trustee of the amount of the P&I
Advance it made with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


(b)              
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the
Master Servicer with respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (other
than any Balloon Payment) (net of related Servicing Fees (other than, in the case of any Non-Serviced Mortgage Loan, the servicing fee
rate pursuant to the applicable Other Pooling and Servicing Agreement)) that were due on the Mortgage Loans (including any Non-Serviced
Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period
and delinquent as of the close of business on the Business Day preceding the related Master Servicer Remittance Date (or not advanced
by any Sub-Servicer on behalf of the Master Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its
Balloon Payment as of the Master Servicer Remittance Date (including any REO Loan (other than any portion of an REO Loan related to a
Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor.
Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with
respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related
to a Companion Loan), shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation
Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall
be made with respect to any Companion Loan.


(c)              
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance
would, if made or previously made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, if the Master
Servicer, Special Servicer or Trustee has determined that a P&I Advance or Servicing Advance with respect to such Mortgage Loan, would
be or has become a Nonrecoverable Advance, the Master Servicer shall provide each Other Servicer and Other Trustee written notice of such
determination within the time period required by the related Intercreditor Agreement. With respect to each Non-Serviced Mortgage Loan,
the Master Servicer will be required to make its determination (based on information provided by the applicable Non-Serviced Master Servicer
and Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced Mortgage Loan that is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced
Mortgage Loan independently of any determination made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced
Companion Loan (and if the Special Servicer or the Trustee elects to make and makes such a determination, then it shall make such determination
independently of any such determination by such other Person). If the Master Servicer, the Special Servicer or the Trustee determines
that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect
to a Non-Serviced Mortgage Loan




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previously made, would be, or is, as applicable,
a Nonrecoverable Advance, the Master Servicer, Special Servicer or Trustee, as applicable, shall provide the applicable Non-Serviced
Master Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related Non-Serviced
Special Servicer, as the case may be, that either has determined in accordance with the applicable Non-Serviced PSA with respect to a
Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar to a P&I Advance
would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable advance, then
the Master Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously made or proposed
to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable P&I Advance. Thereafter, in either
case, the Master Servicer and the Trustee shall not be required to make any additional P&I Advances with respect to the related Non-Serviced
Mortgage Loan unless and until the Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances
with respect to the related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as
a result of consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case
may be, or otherwise. For the avoidance of doubt, the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall
have the sole discretion provided in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would
be, or is, as applicable, a Nonrecoverable Advance.


(d)              
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts
then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder (unless related
thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement;
provided, however, that no interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan until
after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received
after the Determination Date but on or prior to the related Master Servicer Remittance Date. The Master Servicer shall reimburse itself
and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as
soon as practicably possible after funds available for such purpose are deposited in the Collection Account.


(e)              
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance
Charges, Default Interest, late payment charges, Prepayment Premiums, Balloon Payments, Excess Interest or any P&I Advance with respect
to any Companion Loan or with respect to any cure payment payable by any AB Whole Loan Controlling Holder and (ii) if an Appraisal
Reduction Amount has been made with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction
Amount has been made in accordance with the related Non-Serviced PSA and the Master Servicer has notice of such Appraisal Reduction Amount)
the interest portion of the P&I Advance in respect of such Mortgage Loan for the related Distribution Date shall be reduced (it




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being herein acknowledged that there shall
be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the interest portion
of such P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause (ii), and (y) a
fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately
prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion
of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated
Principal Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence,
the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution
Date.


(f)                   
In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


Section 4.04       
Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions to be made
on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount of any Non-VRR Realized Losses.
Any allocation of Non-VRR Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof
by the amount so allocated. Any Non-VRR Realized Losses so allocated to a Class of Regular Certificates shall be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Non-VRR Realized Losses shall
constitute an allocation of losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Non-VRR Realized
Losses shall not constitute distributions of principal for any purpose and shall not result in an additional reduction in the Certificate
Balance of the Class of Certificates in respect of which any such reimbursement is made. With respect to any Class of Non-VRR Certificates,
to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans
and previously resulted in a reduction of the Aggregate Principal Distribution Amount are subsequently recovered on the related Mortgage
Loan, the amount of such recovery shall be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates
that previously were allocated Non-VRR Realized Losses, in sequential order, in each case up to the amount of the unreimbursed Non-VRR
Realized Losses allocated to such Class of Certificates.


(b)              
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Non-VRR Realized Losses, if any, allocable to such Certificates with respect to such Distribution
Date. Any such write off shall be allocated first, to the Class K Certificates, second, to the Class J Certificates,
third, to the Class H Certificates, fourth, to the Class G Certificates, fifth, to the Class F Certificates,
sixth, to the Class E Certificates, seventh, to the Class D Certificates, eighth, to the Class C Certificates,
ninth, to the Class B Certificates, tenth, to the Class A-S Certificates and then, pro rata (based
on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5 and Class A-SB
Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.




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(c)              
 With respect to any Distribution Date, any Non-VRR Realized Losses allocated to a Class of Principal Balance Certificates pursuant
to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower-Tier
Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


On each Distribution Date,
any VRR Realized Loss for such Distribution Date shall be allocated to the VRR REMIC Regular Interests, pro rata based on their
respective VRR Interest Balances; and, in connection therewith, the VRR Interest Balances of the VRR REMIC Regular Interests shall be
reduced without distribution, as a write-off, to the extent of such VRR Realized Loss.


Section 4.05       
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of (x) determining the Controlling
Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related
Classes for purposes of removal of the Special Servicer or the Operating Advisor, the VRR Percentage of any Cumulative Appraisal Reduction
Amounts shall be allocated to the VRR Interest to notionally reduce (to not less than zero) the VRR Interest Balance of the VRR Interest
and the Non-VRR Percentage of any Cumulative Appraisal Reduction Amounts allocated to the Mortgage Loans (with respect to a Serviced Whole
Loan, to the extent allocated to the related Mortgage Loan) shall be allocated to each Class of Principal Balance Certificates in reverse
sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to
zero (i.e., first, to the Class K Certificates, second, to the Class J Certificates, third, to the Class H
Certificates, fourth, to the Class G Certificates, fifth, to the Class F Certificates, sixth, to the Class E
Certificates, seventh, to the Class D Certificates, eighth, to the Class C Certificates, ninth, to the
Class B Certificates, tenth, to the Class A-S Certificates, and, finally, to the Class A-1, Class A-2, Class A-2A1,
Class A-3, Class A-SB, Class A-4 and Class A-5 Certificates, pro rata, based on their Certificate Balances.


Appraisal Reduction Amounts
and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan shall be allocated between the VRR Interest on the one
hand and the Non-VRR Certificates, on the other hand, based on the VRR Percentage and the Non-VRR Percentage, respectively.


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the Special Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained
by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.
Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan,
the Special Servicer shall (i) promptly request from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably
required by the Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and
(ii) as of the first Determination Date following receipt by the Special Servicer of the appraisal and any other information set
forth in the immediately preceding clause (i) that the Special Servicer reasonably expects to receive, calculate whether a Collateral
Deficiency Amount exists




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with respect to such AB Modified Loan, taking
into account the most recent appraisal obtained by the Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan,
and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any
other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Special
Servicer thereof. The Master Servicer shall provide (via electronic delivery) the Special Servicer with any information in its possession
that is reasonably required to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount for any Mortgage Loan
(other than any Non-Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver such information within
five (5) Business Days of the Special Servicer’s reasonable request. None of the Master Servicer, the Trustee, the Operating Advisor
or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount. Upon reasonable prior written request, the
Master Servicer shall use reasonable efforts to assist the Special Servicer in obtaining information reasonably required to calculate
or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the Special Servicer is
unsuccessful in obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced
Trustee.


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated
to an AB Modified Loan will be allocated by applying the Non-VRR Percentage of the Collateral Deficiency Amounts to each Class of Control
Eligible Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance
of each such Class of Control Eligible Certificates is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling
Class or the occurrence of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated the Non-VRR Percentage
of both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable
Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a).


The Special Servicer shall
promptly notify the Master Servicer of the amount of any Appraisal Reduction Amount and any Collateral Deficiency Amount (which notification
shall be satisfied through delivery of a report in a form mutually agreed upon between Master Servicer and Special Servicer). Following
receipt from the Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal Reduction
Amount (which notification shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)),
any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified
Loan or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such information included in the CREFC®
Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor
Reporting Package, or such report mutually agreed upon between Master Servicer and Certificate Administrator, which shall be delivered
simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)). Based on information
in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class.
The Certificate Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m).
With respect to any Appraisal Reduction Amount or Collateral Deficiency




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Amount, as applicable, calculated for purposes
of determining (i) the Voting Rights of the related Classes for purposes of removing the Special Servicer or (ii) the Controlling Class,
the appraised value of the related Mortgaged Property will be determined on an “as-is” basis.


(b)              
(i)  The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at
any time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as a
result of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense,
to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal
Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).
The Special Servicer shall use its reasonable efforts to cause such second Appraisal to be (A) delivered within thirty (30) days from
receipt of the Requesting Holders’ written request and (B) prepared on an “as-is” basis by an MAI appraiser (provided
that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting
the Special Servicer to obtain an additional Appraisal).


(ii)              
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the Special Servicer shall determine, in accordance
with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction
Amount or Collateral Deficiency Amount is warranted, and if so warranted, the Special Servicer shall, recalculate the Appraisal Reduction
Amount or Collateral Deficiency Amount, as applicable, based on such supplemental Appraisal. If required by such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate
Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount,
as applicable. The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above
shall refrain from exercising any direction, control, consent and/or similar rights of the Controlling Class until such time, if any,
as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain
a supplemental Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer
determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Special
Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal
and receipt of any information requested by the Special Servicer pursuant to this section, the “Appraisal Review Period”).
The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next most senior Control Eligible Certificates,
if any.


(c)              
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which an Appraisal
Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into
account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan or Serviced Whole Loan)), the Special
Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction Event, and




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(2) upon its determination that the value
of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination
and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing
Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation, as applicable
and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance
with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect
to any Excluded Loan) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained in accordance
with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from the Master Servicer
necessary to calculate the Appraisal Reduction Amount or Collateral Deficiency Amount, the Special Servicer shall determine or redetermine,
and calculate or recalculate, as applicable, and report to the Master Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor and ((i) prior to the occurrence of any Consultation Termination Event and (ii) other than with respect to any Excluded
Loan) the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in
the CREFC® Appraisal Reduction Amount Template format; provided, however, that the Special Servicer shall
not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide
sufficient information to the Special Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its
obligations hereunder. Such report shall also be forwarded by the Special Servicer, to the extent the related Serviced Companion Loan
has been included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion
Loan has been sold, or to the holder of any related Serviced Companion Loan by the Special Servicer. If the Special Servicer is required
to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral
Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such
Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence of a Consultation Termination Event and other
than with respect to any Excluded Loan, the Special Servicer shall consult with the Directing Certificateholder with respect to any Appraisal,
valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount. Notwithstanding the
foregoing but subject to Section 4.05(b), the Special Servicer will not be required to obtain an Appraisal or conduct an internal
valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan that is the subject of an Appraisal
Reduction Event to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements
of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately prior
to the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer may use the prior Appraisal or valuation, as applicable,
in calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion
Loan or Serviced Whole Loan; provided that the Master Servicer has not notified the Special Servicer of any material change to
the related Mortgaged Property having occurred and affecting the




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validity of such Appraisal or valuation. The
Master Servicer, upon reasonable prior written request, shall provide the Special Servicer with information in its possession that is
reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver
such information, within five (5) Business Days following the Special Servicer’s reasonable request therefor. For the avoidance
of doubt, none of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify any Appraisal Reduction
Amount.


(d)              
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole Loan, previously
subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account any amendment or modification
of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable), and with respect to which no other
Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount. Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant
to the terms of the applicable Non-Serviced PSA.


(e)              
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount in respect of
a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor Agreement or,
if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until
its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related
AB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective Stated Principal Balances. Any
Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in accordance with the related Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced
Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective Stated Principal Balances.


Section 4.06       
Grantor Trust Reporting. (a)  The parties intend that the portion of the Trust Fund constituting the Grantor Trust,
shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a trust the beneficiaries
of which are treated as the owners under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the
power to vary the investment of the Holders of the Class S Certificates and the VRR Interest in the Grantor Trust so as to improve
their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the
Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor
Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041 on
Form 1099) or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following
clause and (B) furnish, or cause to be furnished, to the Holders of the Class S Certificates and the VRR Interest, their allocable




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share of income and expense with respect to
the Excess Interest and the Excess Interest Distribution Account, in the time or times and in the manner required by the Code.


(b)              
As of the Closing Date no Class S Certificate or Class RR Certificate is held through a “middleman”. If the Certificate
Administrator receives notice that the Class S Certificates and the Class RR Certificates are held through a “middleman” as
defined by the WHFIT Regulations, then the Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required
under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so
is provided to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC and
Hare & Co., LLC are the only “middlemen” as defined by the WHFIT Regulations unless the Depositor provides the Certificate
Administrator with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be
entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination
that the first sentence of this paragraph is incorrect.


(c)              
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT
Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any
Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information
to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently
amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


(d)              
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for
any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate
Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Holder
of a Class S Certificate and Class RR Certificate, by acceptance of its interest in such class of Certificates, will be deemed
to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount
of proceeds and date of sale. Absent receipt of information regarding any sale of a Class S Certificate and a Class RR Certificate,
including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator
shall assume there is no secondary market trading of WHFIT interests.


To the extent required by
the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate website the CUSIP for the
Class S Certificates and the VRR Interest. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent the
receipt of such CUSIP, the Certificate Administrator shall use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator
shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.






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Section 4.07       
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A
Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders,
the RR Interest Owners and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate
Administrator relating to the Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating
to the reports being made available pursuant to Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced Mortgage
Loan) or the related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other
reports prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report (each
an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer,
the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a
Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the
Certificate Administrator shall forward the Inquiry to the appropriate person (in the case of the Master Servicer to the following: AskMidland@midlandls.com,
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer,
the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer
such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor,
as applicable, shall be delivered to the Certificate Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced
Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer
or the related Non-Serviced Special Servicer, as applicable; provided that the Certificate Administrator shall not be responsible
for the content of such answer or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially
reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to
the Certificate Administrator’s Website. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating
Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders and/or the RR Interest
Owners, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement,
(iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any
Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception), or (vi) answering
any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master
Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator of such determination. In
addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder or a Risk Retention
Consultation Party (in its capacity as a Risk Retention Consultation Party) as part of its response to any Inquiries. The Certificate
Administrator shall notify the Person who submitted such Inquiry in




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the event that the Inquiry will not be answered.
Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the following
statement: “Because the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate
Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any
Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not
be in the best interests of the Trust and/or the Certificateholders and the RR Interest Owners, (iii) answering any Inquiry would
be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase
the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate
Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information,
or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that
the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.”
Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any
of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will certify
to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content
of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website
any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial
in nature. The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the Certificate
Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries
from Certificateholders or the RR Interest Owners for which its response would require the Operating Advisor to provide information to
such inquiring Certificateholders or the RR Interest Owners that they are otherwise not entitled to receive under the terms of this Agreement.


(b)              
The Certificate Administrator shall make available to any Certificateholder, any RR Interest Owner and any Certificate Owner that
is a Privileged Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the
Certificate Administrator’s Website, where Certificateholders, the RR Interest Owners and Certificate Owners that are Privileged
Persons can register and thereafter obtain information with respect to any other Certificateholder, any RR Interest Owner or Certificate
Owner that has so registered. Any Person registering to use the Investor Registry will be required to certify that (a) it is a Certificateholder,
an RR Interest Owner or a Certificate Owner and a Privileged Person and (b) it grants authorization to the Certificate Administrator
to make its name and contact information available on the Investor Registry for at least forty-five (45) days from the date of such
certification to Persons entitled to access to the Investor Registry. Such Person shall then be asked to enter certain mandatory fields
such as the individual’s name, the company name and email address, as well as certain optional fields such as address, phone, and
Class(es) of Certificates owned. If any Certificateholder, any RR Interest Owner or Certificate Owner notifies the Certificate Administrator
that it wishes to be removed from the Investor Registry (which notice may not be within forty-five (45) days of its registration),
the Certificate




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Administrator shall promptly remove it from
the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on
the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator
may require acceptance of a waiver and disclaimer for access to the Investor Registry.


(c)              
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date
Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared by such
parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been
previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to submit requests (each
such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level reports and other related
information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g-5 Information Provider
shall forward the Rating Agency Inquiry to the appropriate Person (in the case of the Master Servicer to the following: AskMidland@midlandls.com,
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from
the 17g-5 Information Provider, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such
Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall
post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry with the related
response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by
the 17g-5 Information Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the
17g-5 Information Provider’s Website. If the Certificate Administrator, the Master Servicer or the Special Servicer determines,
in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Servicing
Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected
to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate
Administrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate
Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its
capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required
to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The
17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating
Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable for the failure by any other such
Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting
NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the




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respondent, and shall not be deemed to be answers
from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information
posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative
or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications
that are not submitted via the 17g-5 Information Provider’s Website.


Section 4.08       
Secure Data Room.(a) (a)  The Certificate Administrator shall create a Secure Data Room and the Depositor shall,
upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver
to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage
Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence
File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator
to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the
occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form
of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data
Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information to the
Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.


(b)              
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the
type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.
In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information
contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that any document or information
is posted in error, the Certificate Administrator may remove such document or information from the Secure Data Room. The Certificate Administrator
shall not have any obligation to produce physical or electronic copies of any document or information provided to it for posting to the
Secure Data Room. The Certificate Administrator shall not be responsible or held liable for any other Person’s use or dissemination
of the documents or information contained on the Secure Data Room; provided that such event or occurrence is not also a result
of its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required to restrict access to the
Secure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant to access only the information
necessary to perform its duties and responsibilities under this Agreement.




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(c)              
 Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the
costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator
pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise
removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the
Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of
the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data
Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


[End of Article IV]


Article V



THE CERTIFICATES


Section 5.01       
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as Exhibits A-1
through and including A-25, with such appropriate insertions, omissions, substitutions and other variations as are required
or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient
to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such
legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing
such Certificates, as evidenced by their execution thereof. The Class A-2A1 Certificates (the “Direct Sale Certificates”)
will be sold directly by the Depositor to JPMCB, subject to the satisfaction of certain terms and conditions set forth in an agreement
between the Depositor and JPMCB. The Class X Certificates shall be issuable only in minimum Denominations of authorized initial Notional
Amount of not less than $1,000,000 and in integral multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A
and Class X-B Certificates) and the Class A-2A1 Certificates shall be issuable only in minimum Denominations of authorized initial
Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The Class RR Certificates shall be
issuable in one or more Definitive Certificates, in minimum denominations of authorized Certificate Balance of not less than $10,000,
and multiples of $l in excess thereof (or such lesser amount if the Certificate Balance is not a multiple of $1). The Non-Registered
Certificates (other than the Class A-2A1, Class X-D, Class X-FG, Class X-H, Class X-NR, Class R, Class S and Class RR Certificates)
shall be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral multiples
of $1.00 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal
an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized
initial Certificate Balance or initial Notional




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Amount, as applicable, that includes the excess
of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral
multiple of $1.00 that does not exceed such amount. The Class R and Class S Certificates shall be issued, maintained and transferred
in minimum Percentage Interests of 10% of such Class R or Class S Certificates and in integral multiples of 1% in excess thereof.
The Direct Sale Certificates will initially be issued as Individual Certificates to JPMCB on the Closing Date.


(b)              
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate,
the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Registrar
(who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence
that the Certificate has been executed and countersigned under this Agreement.


Section 5.02       
Form and Registration. No Transfer of any Non-Registered Certificate shall be made unless that Transfer is made pursuant
to an effective registration statement under the Securities Act, and effective registration or qualification under applicable state securities
laws, or is made in a transaction which does not require such registration or qualification. If a Transfer is to be made in reliance upon
an exemption from the Securities Act, and under the applicable state securities laws, then either:


(a)              
Each Class of the Non-Registered Certificates (other than the Retained Certificates and the Class R Certificates) sold to institutions
that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially
be represented by a temporary Book-Entry Certificate in definitive, fully registered form without interest coupons, substantially
in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with
the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository
or the nominee of the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the
expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through Euroclear
or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book-Entry Certificate
may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the applicable form set forth as an exhibit
hereto in accordance with the procedures set forth in Section 5.03(f). During the Restricted Period, distributions due in
respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate shall only be made upon delivery to the Certificate
Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the
Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Book-Entry Certificate
shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Book-Entry
Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry
Certificate or a Regulation S




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Book-Entry Certificate may from time to
time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


On the Closing Date, the
Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver
to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate Registrar for purposes
of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National Association is hereby initially
appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates
in connection with Transfers and exchanges as herein provided. If Computershare Trust Company, National Association is removed as Certificate
Administrator, then Computershare Trust Company, National Association shall be terminated as Authenticating Agent. If the Authenticating
Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


(b)              
Certificates of each Class of Non-Registered Certificates (other than the Class R Certificates and the Retained Certificates
during the Transfer Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act
(“Rule 144A”) shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with
the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the
Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time
to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as
hereinafter provided.


(c)              
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers (together with the Class R and Class S Certificates and the Retained
Certificates, the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially
in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the
Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates (other than the Retained Certificates)
to the respective beneficial owners or owners. For the avoidance of doubt, the Class R and Class S Certificates and the Retained
Certificates shall only be in the form of Definitive Certificates, and the Retained Certificates shall be issued in the form of Definitive
Certificates at all times during the Transfer Restriction Period.


(d)              
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery of
certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer
willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates of such Class
or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice 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




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circumstances will certificated Non-Registered
Certificates be issued to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence
of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in
the form of Book-Entry Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt
from the Depository of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form
of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the
same legends regarding Transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall
recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates
are issued in respect of a Class of Book-Entry Certificates, beneficial Ownership Interests in such Class of Certificates will be
maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders
of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related registered Holders
of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set
forth herein, all references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to
payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


(e)              
During the Transfer Restriction Period, the Retained Certificates shall only be held as Definitive Certificates in the Retained
Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest shall be tracked in
the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest Safekeeping Account),
for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Certificate evidencing the Retained
Certificates in safekeeping and shall release the same only upon receipt of written instructions from the holder of the Retained Certificates
and the Retaining Sponsor, and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and
in accordance with this Agreement. There shall be, and hereby is, established by the Certificate Administrator an account which will be
designated the “Retained Interest Safekeeping Account” and into which the Retained Certificates shall be held and which shall
be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any
number of subaccounts to the Retained Interest Safekeeping Account for each Retaining Party. The Retained Certificates to be delivered
in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Retained Certificates
shall be remitted to the Retained Interest Safekeeping Account, but shall be remitted directly to each Retaining Party in accordance with
written instructions provided separately by each Retaining Party to the Certificate Administrator. Under no circumstances by virtue of
safekeeping the Retained Certificates shall the Certificate Administrator be obligated to bring legal action or institute proceedings
against any person on behalf of the Retaining Parties. During the applicable Transfer Restriction Period and for such longer time as the
Retaining Parties may request, the Certificate Administrator shall hold the Definitive Certificates representing the Retained Certificates
at the below location, or any other location; provided the Certificate Administrator has given notice to each of the Retaining Parties
of such new location:




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Computershare Trust Company, National Association

Attn: Security Control and Transfer (SCAT) – MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


On the Closing Date, the
Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Parties substantially
in the form of Exhibit TT to this Agreement evidencing its receipt of the Retained Certificates.


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and the applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer
of a Retained Certificate shall be subject to this Section 5.02(e). During the applicable Transfer Restriction Period, unless the
Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person to copy (other
than for internal purposes), and shall not itself provide to any Person copies of, the executed Certificates held by it in the Retained
Interest Safekeeping Account.


Section 5.03       
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause
to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations
as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of Transfers and exchanges of
Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register
and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates represented by a Temporary Regulation S
Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A Book-Entry Certificate and accepting
Certificates for exchange and registration of transfer, holding the Retained Certificates as Definitive Certificates on behalf of each
Holder of such Class and (iii) transmitting to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.
No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of Transfer or
exchange of any Certificate (other than Definitive Certificates) referred to in this Section 5.03.


(b)              
Subject to the restrictions on Transfer set forth in this Article V, upon surrender for registration of Transfer of
any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated Transferee or Transferees,
one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


(c)              
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes
at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in
the Temporary Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book-Entry
Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or




    	 	341	 



    
	 	 



    

cause the exchange of such interest for an
equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the Transfer of such interest
has been made in compliance with the Transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance
with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate
Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall
be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited,
from the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


(d)              
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any
time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest in the
Regulation S Book-Entry Certificate of the same Class, or to Transfer its interest in such Rule 144A Book-Entry Certificate
to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Book-Entry Certificate, such
holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at
its office designated in Section 5.07 hereof, of (1) instructions given in accordance with the Depository’s procedures
from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S
Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged,
(2) a written order given in accordance with the Depository’s procedures containing information regarding the participant account
of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder
of such beneficial interest stating (A) that the Transfer of such interest has been made in compliance with the Transfer restrictions
applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the Transferee
is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Book-Entry
Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel
to such effect and such other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the




    	 	342	 



    
	 	 



    

Rule 144A Book-Entry Certificate and
to increase, or cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited,
from the account of the Person making such exchange or Transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


(e)              
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to Transfer its interest in such Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest
in the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as
the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A
Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07
hereof, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar,
as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such increase, (2) with
respect to a Transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the participant account
of the Depository to be debited with such decrease and (3) with respect to a Transfer of an interest in the Temporary Regulation S
Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during the Restricted Period, a certificate
in the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such
interest in the Temporary Regulation S Book-Entry Certificate reasonably believes that the Person acquiring such interest in
the Rule 144A Book-Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment
Representation Letter in the form of Exhibit C attached hereto from the Transferee to the effect that such Transferee is a
Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial interest in
a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause
to be reduced, the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the
aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A
Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate
or Regulation S




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Book-Entry Certificate and to debit, or
cause to be debited, from the account of the Person making such Transfer the beneficial interest in the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate that is being transferred.


(f)               
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the
case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream,
as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest
in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S
Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for
credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book-Entry Certificate, representing
the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests
in the Regulation S Book-Entry Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate
or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate
or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and
the Temporary Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry
Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S
Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall
endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until
so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates
evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Book-Entry
Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


(g)              
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other than
(a) a Class R Certificate or (b) any Retained Certificate during the applicable Transfer Restriction Period) wishes at any time to
exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class, or to
Transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest
in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and
the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the
appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated
in Section 5.07 hereof, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions
from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable
Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such
instructions to contain information regarding the participant account with the Depository to be credited with such increase and (3) a
certificate in the form of Exhibit M hereto (in the event that the applicable Book-Entry Certificate is the Temporary
Regulation S Book-Entry Certificate), in the form of Exhibit N




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hereto (in the event that the applicable Book-Entry
Certificate is the Regulation S Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that the
applicable Book-Entry Certificate is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar,
shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate
and deliver to the Transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such Transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the
account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate
Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by
email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably
required by the Depository to effect such exchange.


(h)              
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when
permitted by Section 5.02(d), and subject to the issuance and transfer of the Retained Certificates during the applicable
Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to a Transferee
of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate or to a Transferee of a Non-Book Entry Certificate (or any portion thereof).


(i)                
Transfers of Retained Certificates. At all times during the applicable Transfer Restriction Period, if a Transfer of any
Retained Certificate after the Closing Date is to be made, then, upon receipt of: (i) a certification from such Certificateholder’s
prospective Transferee substantially in the form attached hereto as Exhibit D-3, with respect to the Class RR Certificates,
or Exhibit D-5, with respect to the RR Interest, as applicable, which such certification must be countersigned by the
Retaining Sponsor, (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached
hereto as Exhibit D-4, with respect to the Class RR Certificates, or Exhibit D-6, with respect to the RR Interest,
as applicable, which such certification must be countersigned by the Retaining Sponsor, (iii) a W-9 completed by the Transferee and (iv)
wire instructions and contact information of the Transferee, the Certificate Administrator (which may conclusively rely upon such certifications)
shall instruct the Certificate Registrar to register such Transfer.  Upon receipt of the Certificate Administrator’s instruction,
the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(a), register the Transfer of the
Retained Certificate and reflect such Retained Certificate in the name of the prospective Transferee and shall deliver written confirmation
substantially in the form of Exhibit TT to this Agreement. The Certificate Registrar shall not register a Transfer of any Retained
Certificate after the Closing Date during the applicable Transfer Restriction Period unless it is so instructed by the Certificate Administrator.
After the termination of the applicable Transfer Restriction Period, if a transfer of the Retained Certificates is to be made and the
Retained Certificates are in the Retained Interest Safekeeping Account, then upon receipt of: (i) a certification from such Certificateholder’s
prospective Transferee substantially in the form attached hereto as Exhibit D-3 or Exhibit D-5, as applicable,
which such certification must be countersigned by the Retaining Sponsor and (ii) a certification from the Certificateholder desiring to
effect such transfer substantially in the form attached hereto as




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Exhibit D-4 or Exhibit D-6,
which such certification must be countersigned by the Retaining Sponsor, the Certificate Administrator (which may conclusively rely upon
such certifications) shall instruct the Certificate Registrar to register such Transfer, and upon receipt of the Certificate Administrator’s
instruction, the Certificate Registrar shall register the Transfer of the Retained Certificate and reflect such Retained Certificate in
the name of the prospective Transferee. After the termination of the applicable Transfer Restriction Period, if a transfer of the Retained
Certificates is to be made and the Retained Certificates are in the Retained Interest Safekeeping Account, the Certificate Registrar shall
not register a Transfer of any Retained Certificate unless it is so instructed by the Certificate Administrator. For the avoidance of
doubt, in no event shall a Retained Certificate be held as a Book-Entry Certificate during the applicable Transfer Restriction Period.
After the applicable Transfer Restriction Period, the Retained Certificates may be transferred subject to the restrictions on transfer
set forth in this Article V. Any transfer of an interest in the Retained Certificates that is not in compliance with this
Section 5.03 shall be null and void ab initio to the extent permitted under applicable law.


(j)                
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such Transfers comply with Rule 144A or
Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
Registrar.


(k)              
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, Transfers
of interests in the Temporary Regulation S Book-Entry Certificate to U.S. persons (as defined in Regulation S) shall be
limited to Transfers made pursuant to the provisions of subsection (e) above.


(l)                
If Non-Registered Certificates are issued upon the Transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered Certificates
so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the
Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions
on Transfer set forth therein are required to ensure that Transfers thereof comply with the provisions of Rule 144A or Regulation S
under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that
do not bear such legend.


(m)            
All Certificates surrendered for registration of Transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


(n)              
With respect to the ERISA Restricted Certificates, no sale, Transfer, pledge or other disposition (other than any initial Transfer
to the Initial Purchasers or with respect to the Retained Certificates, the Retaining Parties) of any such Certificate shall be made unless
the Trustee and Certificate Administrator shall have received either (i) a representation letter from the proposed purchaser or Transferee
of such Certificate substantially in the form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser
or Transferee is not (A) an




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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 subject to any federal, state or local law (“Similar Law”) which is, to a material extent,
similar to the foregoing provisions of ERISA or the Code (each a “Plan”) or (B) a person acting on behalf of or
using the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA), other than an insurance company using the assets of its general account under circumstances whereby the purchase and holding
of such Certificates by such insurance company will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I
and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase,
holding and disposition of the Certificate by such Plan will not constitute or result in a non-exempt violation of applicable Similar
Law) or (ii) if such Certificate which may be held only by a person not described in clauses (A) or (B) above,
is presented for registration in the name of a purchaser or Transferee that is any of the foregoing, an Opinion of Counsel in form and
substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect that the acquisition and holding
of such Certificate by such purchaser or Transferee will not constitute or result in a non-exempt “prohibited transaction”
within the meaning of ERISA or Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special
Servicer), any sub-servicer, the Initial Purchasers, the Underwriters, the Asset Representations Reviewer, the Operating Advisor or the
Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such
Similar Law) in addition to those set forth in the Agreement. The Certificate Registrar shall not register the sale, Transfer, pledge
or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation
letter described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any
of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special
Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer, the Trustee, the Certificate Administrator,
the Initial Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust. Each Certificate Owner
of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A) or (i)(B)
above. Any Transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited
transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n)
shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


(o)              
No Class R or Class S Certificate or the RR Interest may be purchased by or transferred to any prospective purchaser or Transferee
that is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying
assets include Plan assets by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation
§ 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class R or Class S Certificate or the RR Interest. Each
prospective Transferee of a Class R or Class S Certificate or the RR Interest shall deliver to the Transferor and the Certificate Administrator
a representation letter, substantially in the form of Exhibit F-2,




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stating that the prospective Transferee is
not a Plan or a person acting on behalf of or using the assets of a Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA). Each Holder of a Class R or Class S Certificate or the RR Interest shall be deemed to represent
that it is not and will not become a Person specified in the second preceding sentence. Any attempted or purported Transfer in violation
of these Transfer restrictions shall be null and void ab initio and shall vest no rights in any purported Transferee and shall
not relieve the Transferor of any obligations with respect to the applicable Certificates or the RR Interest.


Each Person who has or acquires
any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed to
be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject to
the following provisions:


(i)               
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence
of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person
who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.


(ii)              
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Residual Ownership
Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed Transferee to deliver, and the
proposed Transferee shall deliver to the Certificate Registrar and to the proposed Transferor, an affidavit in substantially the form
attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed Transferee (A) that such proposed
Transferee is a Permitted Transferee and (B) stating that (1) the proposed Transferee historically has paid its debts as they
have come due and intends to do so in the future, (2) the proposed Transferee understands that, as the holder of a Residual Ownership
Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (3) the proposed Transferee intends
to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed Transferee will not cause
income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of such proposed Transferee or any other U.S. Tax Person, (5) the proposed Transferee
will not Transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed
Transferee has actual




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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,
and (6) the proposed Transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(n)
and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed Transferor
substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that the proposed Transferor
has no actual knowledge that the proposed Transferee is not a Permitted Transferee and has no actual knowledge or reason to know that
the proposed Transferee’s statements therein are false.


(iii)               
Notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed Transferee is not a Permitted Transferee, no Transfer to such
proposed Transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed
Transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is
a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions,
and in any event not later than sixty (60) days after a request for information from the Transferor of such Residual Ownership Interest
or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the Transferor of such Residual Ownership
Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be required by the Code,
including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class R Certificate
(or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar, the Certificate Registrar may charge
a reasonable fee for computing and furnishing such information to the Transferor or to such agent referred to above; provided,
however, that such Persons shall in no event be excused from furnishing such information.


(p)              
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


(q)              
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and the RR Interest Owners and other payees of interest or original issue discount
that the Certificate Administrator reasonably believes are applicable under the Code. The consent of Certificateholders and the RR Interest
Owners or payees shall not be required for such withholding, and the Certificateholders and the RR Interest Owners shall be required to
provide the Certificate Administrator with such forms and such other information reasonably required by the Certificate Administrator.
If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof to any
Certificateholder or any RR Interest Owner or payee pursuant to federal withholding requirements, the Certificate Administrator shall
indicate the amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of
this Agreement.




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(r)               
 No Person shall be permitted to own, directly or indirectly, any interest in the RR Interest other than (i) JPMCB or one of its
Majority-Owned Affiliates that is not a Non-Exempt Person, or (ii) GS Bank or one of its Majority-Owned Affiliates that is not a Non-Exempt
Person. If an RR Interest Owner wishes to transfer its portion of the RR Interest, such RR Interest Owner shall notify the Certificate
Administrator in writing of such transfer and identify the new RR Interest Owner. The Certificate Administrator shall register the ownership
of the RR Interest on a registry of ownership maintained by the Certificate Administrator. Any transfer of the RR Interest or a portion
thereof (including to a Majority-Owned Affiliate) 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) the transferor of an RR Interest has executed and delivered
to the Certificate Administrator a certification in the form of Exhibit D-6 hereto, which such certification is countersigned by
the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and countersigned by the Depositor and (ii) the transferee
of the RR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit D-5 hereto,
which certification is countersigned by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor and countersigned
by the Depositor and shall include 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 (i) in the case of JPMCB
or its Majority-Owned Affiliate, such Person is identified in writing to the Certificate Administrator as being an RR Interest Owner,
(ii) in the case of GS Bank or its Majority-Owned Affiliate, such Person is identified in writing to the Certificate Administrator
as being an RR Interest Owner, or (iii) 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 Owners (in the case of any subsequent RR Interest Owner, as recorded on such ownership registry) as
the owners in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in the RR
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 5.03(r)
or Section 5.03(o) shall be null and void ab initio to the extent permitted under applicable law.


(s)               
Each of JPMCB and GS Bank represents, 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 Mortgagors) 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, each
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 Loans 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 Mortgagors is treated for United States income tax purposes as derived
in whole or part from sources within the United States, such RR Interest Owner shall satisfy the requirements of the preceding sentence




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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 such RR Interest Owner, as evidence of such 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 the RR
Interest Owners in respect of the RR Interest or otherwise until each RR Interest Owner shall have furnished to the Certificate Administrator
the forms, certificates, statements or documents required by this Section 5.03(s).


(t)                
In addition, each purchaser of Certificates that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA Plan”)
or is acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and warranted that (i) none of the Depositor,
the Trustee, the Certificate Administrator, the Trust Fund, any Initial Purchaser, any Underwriter, the Master Servicer, the Special Servicer
(including, for the avoidance of doubt, any Excluded Special Servicer), the Operating Advisor, the Asset Representations Reviewer or any
of their respective affiliated entities, has provided any investment recommendation or investment advice on which the ERISA Plan or the
fiduciary making the investment decision for the ERISA Plan has relied in connection with the decision to acquire any 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
(the conditions of which are satisfied) is available 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 Certificate.


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate,
a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new Certificate under this Section 5.04,
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 5.04 shall constitute complete
and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and none of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent of any of them




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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 Owners has been provided an Investor Certification,
such party to this Agreement shall distribute such report, statement or other information to such beneficial owner (or prospective Transferee).


Section 5.06       
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar shall
maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the Certificateholders.
If any Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar a list
of the names and addresses of Certificateholders, (ii) states that such Certificateholder desires to communicate with other Certificateholders
with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the communication which Certificateholder
proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request, afford such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current list of the
Certificateholders related to the Class of Certificates held by such Certificateholder. Every Certificateholder, by receiving and holding
a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information
as to the list of the Certificateholders or the identity of the Directing Certificateholder hereunder, regardless of the source from which
information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


(b)              
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance with
Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding
such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners
related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no more than
the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received,
(c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or
Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact
the requesting Certificateholder or Certificate Owner.


(ii)              
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall
not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with respect
to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and




    	 	352	 



    
	 	 



    

(y) another document confirming
ownership of such Certificate (e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request
to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection
with any request to communicate shall be paid by the Trust.


Section 5.07       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of Transfer or exchange and where notices and demands to
or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55415-0113 as its
office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders, the RR Interest Owners
and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.


Section 5.08       
Appointment of Certificate Administrator. (a)  Computershare Trust Company, National Association is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated,
the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations
of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


(b)              
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper
party or parties.


(c)              
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it hereunder in good faith and in accordance therewith.


(d)              
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


(e)              
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents, affiliates or
attorneys shall not relieve the Certificate Administrator of its duties or obligations hereunder.




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(f)               
 The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special
Servicer or the Depositor.


Section 5.09       
[Reserved].


Section 5.10       
Voting Procedures for Certificates. With respect to any matters submitted to Certificateholders for a vote, the Certificate
Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures,
unless different procedures are otherwise described herein with respect to a specific vote:


(a)              
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which
shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice and related
ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders of Definitive
Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered
in this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


(b)              
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance with
their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate Administrator
in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding Certificate Balance
greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its vote, the vote may be changed
or retracted on or before the vote deadline. Any changes or retractions shall be communicated by the Certificateholder to the Certificate
Administrator in writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the
Holder wishing to change or retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone,
could approve or deny the proposition subject to a vote without taking into consideration the votes cast by any other Holder. Transferees
or purchasers of any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its
acquisition of such Certificate.


(c)              
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete
ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after
the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include
the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining. In
addition, the notice will announce whether the proposition has been adopted by Certificateholders. The notice shall be distributed in
accordance




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with the methods described in Section 5.10(a)
above. The Certificate Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period
that corresponds with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall
not, absent manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


(d)              
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer questions
other than process-related questions regarding the administration of the vote.


(e)              
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the
Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all
such votes require a majority of Certificateholders to carry a proposition.


[End of Article V]


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING
CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTIES


Section 6.01       
Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations
Reviewer. (a)  The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the
benefit of the Certificateholders, the RR Interest Owners, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator,
the Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)                  
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is
located to the extent necessary to perform its obligations under this Agreement;


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




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


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


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


(v)              
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith
and reasonable judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or the financial condition of the Master Servicer;


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


(vii)            
The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07(a) hereof; and


(viii)         
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or court
is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the Master
Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby, other than (A) such
consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained, made or given prior
to the actual performance by the Master Servicer of its obligations under this Agreement or (B) where the lack of such consent, approval,
authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the
Master Servicer under this Agreement.




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(b)               
 The Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the RR Interest Owners, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset
Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


(i)                  
The Special Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of
the United States of America, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is
located to the extent necessary to perform its obligations under this Agreement;


(ii)              
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case of either
(B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this
Agreement or its financial condition;


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


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


(v)               
The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s good faith
and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations
under this Agreement or the financial condition of the Special Servicer;


(vi)             
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer, which
would prohibit the Special




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Servicer from entering into this Agreement
or, in the Special Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the
Special Servicer to perform its obligations under this Agreement;


(vii)           
The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


(viii)         
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or
the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization
or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this
Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its
obligations hereunder.


(c)               
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the RR Interest Owners, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the
Special Servicer, as of the Closing Date, that:


(i)                 
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the
State of Delaware, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located to
the extent necessary to perform its obligations under this Agreement;


(ii)                 
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this
Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case of
either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations
under this Agreement or its financial condition;


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


(iv)             
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Operating




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Advisor, enforceable against the Operating
Advisor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium
and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


(v)              
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s good
faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to perform its
obligations under this Agreement or the financial condition of the Operating Advisor;


(vi)             
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07(g) hereof;


(vii)           
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


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


(ix)              
The Operating Advisor is an Eligible Operating Advisor.


(d)              
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the RR Interest Owners, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, as of the Closing
Date, that:


(i)                  
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of Delaware, and the Asset Representations Reviewer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;




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(ii)              
 The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the
terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or
any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations Reviewer
or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of
the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;


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


(iv)              
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


(v)              
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Asset Representations
Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement or the financial condition of the Asset Representations Reviewer;


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


(vii)            
The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07(g) hereof; and


(viii)         
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and




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performance by the Asset Representations
Reviewer of, or compliance by the Asset Representations Reviewer with, this Agreement or the consummation of the transactions of the Asset
Representations Reviewer contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained
or can be obtained prior to the actual performance by the Asset Representations Reviewer of its obligations under this Agreement, or which,
if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations
hereunder; and


(ix)               
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


(e)               
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this
Agreement. Upon receipt of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any
Certificateholder, any RR Interest Owner or any Companion Holder) of a breach of any of the representations and warranties set forth in
this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders or the RR Interest
Owners, the party discovering such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder,
each RR Interest Owner, and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


Section 6.02       
Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer.
The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable
in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken by, and no implied duties
or obligations may be asserted against, the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset
Representations Reviewer herein.


Section 6.03       
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the
Asset Representations Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor and the Asset Representations Reviewer each will keep in full effect its existence, rights and
franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its
qualification to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity
and enforceability of this Agreement, the Certificates, the RR Interest or any of the Mortgage Loans or Companion Loans and to perform
its respective duties under this Agreement.


(b)              
The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may
be merged or consolidated with or into any Person, or Transfer all or substantially all of its assets (which may be limited to all or
substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be,
or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to acting as a trust advisor
or operating advisor for commercial mortgage securitizations and, in the case of the Asset Representations




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Reviewer, may be limited to all or substantially
all of its assets related to acting as an asset representations reviewer for commercial mortgage securitizations) to any Person, in which
case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, shall be the successor of the Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer (such Person, in the case of the
Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving Entity”), as the case may be,
hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform
the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation or succession,
Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class
of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide
a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion
Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to any Companion Loan included
as part of the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor notifies the Depositor in writing (a “Merger
Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other
Securitization, as the case may be, notifies the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered
that such successor entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization
(and specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor
or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld
or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer, Asset Representations Reviewer
or Operating Advisor may remain the Master Servicer, Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as
applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited




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Party, or (y) transferring all or substantially
all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer,
the Asset Representations Reviewer or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer
and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents
to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the
date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor
or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer,
as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization,
to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions
in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the second
preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant
hereto, such termination to be effected in the manner set forth in Section 13.01.


(i)                 
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under
this Agreement.


(ii)               
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations
Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed all of the liabilities
and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the Trustee
has received a Rating Agency Confirmation with respect to such successor or surviving Person.


Section 6.04       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders,
members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders, the
RR Interest Owners or the Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant
to this Agreement, or for errors in judgment; provided, however, that (i) this provision shall not protect the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any such Person against any breach of warranties or representations made by it herein or any liability which would otherwise
be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties or
by reason of negligent disregard of such party’s obligations and duties hereunder. The




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Depositor, the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner,
director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as
Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may rely on any document of
any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be indemnified
and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses incurred in connection with any legal
or administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or
the Certificates, other than any loss, liability or expense: (i) specifically required to be borne thereby pursuant to the terms
hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason
of bad faith, willful misconduct or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard
of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members,
managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition,
absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator shall
be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits),
even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form
of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer conclusively may rely on, and shall be protected in acting or refraining from acting upon, any
resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated
by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer (including in its capacity
as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations Reviewer to be genuine and to have
been signed or presented by the proper party or parties and each of them may consult with counsel, in which case any written advice of
counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


(b)              
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement
or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided, however, that
each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may in its
discretion undertake any such action, proceeding,




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hearing or examination that it may deem necessary
or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders
and the RR Interest Owners (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders, the RR Interest Owners
and the holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of
such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion
Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if amounts
on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities relate to a
Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to
reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event, the legal expenses
and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities
of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Operating Advisor and the Asset Representations Reviewer shall be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication, any subaccount thereof), as
provided by Section 3.05(a)(xii).


(c)              
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the
Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees, including any costs of enforcement, and expenses that any of them may sustain arising from or
as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in
the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special
Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made
herein by the Master Servicer or the Special Servicer, as applicable. The Depositor, the Trustee, the Certificate Administrator, the Operating
Advisor or the Asset Representations Reviewer, as the case may be, shall immediately notify the Master Servicer or the Special Servicer,
as applicable, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with counsel
reasonably satisfactory to the Trustee, the Certificate Administrator, Operating Advisor, Asset Representations Reviewer or the Depositor,
as applicable) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special
Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement




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or otherwise, unless the Master Servicer’s
or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


(d)              
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the
Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, liabilities, fees, including any costs of enforcement, and expenses that any of them may sustain arising from or as a result
of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of
its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that
such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator,
respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory
to the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee
or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement
or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


(e)              
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees, including any
costs of enforcement, and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence
of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Depositor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that
such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor
if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with
counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying




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Agent) or the Special Servicer) and pay all
expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be
entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially
prejudiced thereby.


(f)               
The Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees, including
any costs of enforcement, and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard
by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify
the Operating Advisor if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to
indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim (with counsel reasonably satisfactory
to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so
notify the Operating Advisor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement
or otherwise, unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


(g)              
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder or any RR Interest Owner for any action
taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by
reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


(h)              
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and
expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Asset Representations
Reviewer, in the performance of its obligations




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and duties under this Agreement or by reason
of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately
notify the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel
reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.
Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.


(i)                
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator,
Non-Serviced Operating Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee,
and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents and the applicable Non-Serviced
Trust (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless
against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property
(or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations Reviewer, incurred in connection with
the provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced PSA (as and to the same extent the applicable
Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in the applicable Non-Serviced Trust pursuant
to the terms of the related Non-Serviced PSA and, in the case of the applicable Non-Serviced Trust, to the extent of any additional trust
fund expenses with respect to the related Non-Serviced Whole Loan under the related Non-Serviced PSA).


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


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in its capacity
as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor.






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Section 6.05       
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each
of them except (a) upon determination that such party’s duties hereunder are no longer permissible under applicable law or are
in material conflict by reason of applicable law with any other activities carried on by it, or (b) in the case of the Master
Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment by, a successor master servicer or
special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each
Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect
to the Certificates pursuant to Section 3.25). Any such determination permitting the resignation of the Master Servicer
or the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the
resigning party) to such effect delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing
Certificateholder. No such resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee or a successor
master servicer or successor special servicer, as applicable, shall have assumed the Master Servicer’s or Special Servicer’s,
as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer
or the Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to
Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Upon
any termination (as described in Section 7.01(c)) or resignation of the Master Servicer or the Special Servicer, pursuant
to this Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity
to appoint any successor master servicer or special servicer with respect to this Section 6.05; provided that, such
successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their
respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is
approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning party shall pay all costs and
expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties
pursuant to this Section 6.05. Except as provided in Section 7.01(c), in no event shall the Master Servicer
or the Special Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer or Special
Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


Section 6.06       
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not obligated
to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform, or cause
a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights of the
Master Servicer or Special Servicer, as applicable, hereunder; provided, however, that the Master Servicer and the Special
Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance by the Depositor or its
designee. The Depositor shall not have any responsibility or liability for any action or failure to act by the Master Servicer or the
Special Servicer and is not obligated to




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supervise the performance of the Trustee, the
Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.


Section 6.07       
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to) any Certificate
with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were
not the Master Servicer, the Special Servicer or an Affiliate thereof.


Section 6.08       
The Directing Certificateholder and the Risk Retention Consultation Parties. (a) Other than with respect to any Serviced
AB Whole Loan for which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, for so
long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the
Special Servicer with respect to all Major Decisions for Specially Serviced Loans (other than any Excluded Loan or Servicing Shift Mortgage
Loan) and (2) the Special Servicer with respect to all Non-Specially Serviced Loans (other than any Excluded Loan or Servicing Shift
Mortgage Loan), as to all Major Decisions for all Mortgage Loans that are not Specially Serviced Loans (other than any Excluded Loan)
and notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to this Section 6.08,
for so long as no Control Termination Event has occurred and is continuing (such limitation not to be applicable to a Loan-Specific Directing
Certificateholder), the Master Servicer and the Special Servicer shall not be permitted to take (A) with respect to any Serviced AB Whole
Loan, prior to the occurrence and continuance of an AB Control Appraisal Period, any “major decision” (as defined in the related
Intercreditor Agreement) unless the consent of the related AB Whole Loan Controlling Holder has been obtained by the Special Servicer
or (B) any of the following actions (each, a “Major Decision”) as to which the Directing Certificateholder has objected
in writing within ten (10) Business Days (or thirty (30) days with respect to clause (viii) of the definition of “Major
Decision” below after the Directing Certificateholder’s receipt of a written report by the Special Servicer describing in
reasonable detail (I) the background and circumstances requiring action of the Special Servicer, (II) a proposed course of action recommended
and (III) all information reasonably requested by the Directing Certificateholder, and in the Special Servicer’s possession in order
to grant or withhold such consent, which report may (in the sole discretion of the Special Servicer) take the form of an Asset Status
Report (the “Major Decision Reporting Package”) (provided that if such written objection has not been received
by the Special Servicer within such ten (10) Business Day (or thirty (30) day) period, then the Directing Certificateholder will be deemed
to have approved such action):


(i)                   
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership
of properties securing such of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loans as come into and
continue in default;


(ii)                
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments, acceptance of discounted payoffs, COVID Modifications and, other
than with respect to Non-Specially Serviced Loans, approval of any waiver regarding the receipt of financial statements (other than immaterial
timing




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waivers including late financial statements
which in no event relieve any Mortgagor of the obligation to provide financial statements on at least a quarterly basis) following three
consecutive late deliveries of financial statements) of a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan or any extension of the maturity date of such Mortgage Loan other than in connection with a maturity default if a refinancing or
sale is expected within 120 days as provided in clause (xiii) of the definition of Master Servicer Decision;


(iii)             
any sale of a Defaulted Loan (that is not a Non-Serviced Mortgage Loan) or REO Property (other than in connection with the termination
of the Trust pursuant to Article IX hereof) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the Special Servicer
is permitted to sell in accordance with this Agreement, in each case for less than the applicable Purchase Price;


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


(v)             
any release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than any
Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant to the
specific terms of the related Mortgage Loan documents and there is no lender discretion;


(vi)             
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property
or interests in the Mortgagor or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as
may be effected without the consent of the lender under the related loan agreement as described under clause (xiv) of the definition
of “Master Servicer Decision”;


(vii)            
consent to actions and releases related to condemnation of any material parcels of a Mortgaged Property or of any material income
producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability of the
related Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due;


(viii)          
any determination of an Acceptable Insurance Default;


(ix)             
(1) any property management company changes with respect to a Mortgage Loan or Serviced Whole Loan (A) with a principal balance
greater than or equal to $10,000,000; or (B) where the property management company will be an affiliate of the related borrower following
such change or (2) franchise changes (with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan,
in each case, for which the lender is required to consent or approve under the Mortgage Loan documents);




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(x)               
 any requests for the funding or disbursement of (i) amounts from any escrow accounts, reserve funds or letters of credit held
as “performance”, “earn-out”, “holdback” or similar escrows or reserves, including the funding or
disbursement of any such amounts with respect to any Mortgage Loan and (ii) any funding or disbursement of such escrows, reserves, holdbacks
or letters of credit identified on Schedule 3 hereto;


(xi)             
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a Mortgagor or guarantor
releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender discretion;


(xii)            
any exercise of a material remedy with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or a Serviced Whole
Loan following a default or event of default under the related Mortgage Loan or Serviced Whole Loan documents;


(xiii)           
any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, co-lender or similar
agreement or any action to enforce rights with respect to the Mortgage Loan thereunder (other than with respect to any Excluded Loan
and other than with respect to an amendment splitting any Pari Passu Companion Loan or any Subordinate Companion Loan), to the extent
the Directing Certificateholder or the holder of the majority of the Controlling Class or any affiliate thereof does not own any controlling
interest (whether legally, beneficially or otherwise) in the related mezzanine loan, except that if any such modification or amendment
would adversely impact or materially increase the duties or obligations of the Master Servicer or Special Servicer, such modification
or amendment will additionally require the consent of the Master Servicer or Special Servicer, as applicable, as a condition to its effectiveness;


(xiv)          
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection with
a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type of defeasance
collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance
if the applicable loan documents do not otherwise permit such principal prepayment;


(xv)             
approve or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property or a
borrower’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;


(xvi)           
determining whether to cure any default by a borrower under a ground lease or, permit any ground lease modification, amendment
or subordination, non-disturbance and attornment agreement or entry into a new ground lease and grant approvals, including granting of
subordination, non-disturbance and attornment agreements and consents involving leasing activities that involve a ground lease and any
leasing activities that affect an area greater than the lesser of (a) 30% of the net rentable




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area of the improvements at the Mortgaged
Property and (b) 30,000 square feet of the improvements at the Mortgaged Property);


(xvii)        
any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor, to
the extent the mortgagee’s approval is required under the related Mortgage Loan documents; and


(xviii)      
approving annual operating budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage
ratio below 1.40x (to the extent lender approval is required under the Mortgage Loan documents) that provide for (i) operating expenses
equal to more than 110% of the amount that was budgeted therefor in the prior year or (ii) payments to persons or entities known by the
Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed to at the origination
of the related Mortgage Loan or Whole Loan);


(xix)            
approving waivers regarding the receipt of financial statements other than as provided in clause (ii) of the definition of “Master
Servicer Decisions”;


(xx)            
the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower;


(xxi)          
any proposed modification or waiver of any material provision in the related Mortgage Loan documents governing the type, nature
or amount of insurance coverage required to be obtained and maintained by the related borrower; and


(xxii)        
any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds
or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property, in each case, to the extent
the lender has discretion under the related Mortgage Loan documents;


provided, however, that, in the
event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate action, with respect to the foregoing
matters, or any other matter requiring consent of (i) the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder, the Risk Retention Consultation
Parties or the Operating Advisor) or (ii) with respect to the Serviced AB Whole Loan, the AB Whole Loan Controlling Holder, prior to the
occurrence and continuance of an AB Control Appraisal Period) is necessary to protect the interests of the Certificateholders and the
RR Interest Owners (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders, the RR Interest Owners and the
holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu nature
of any Companion Loans)), the Special Servicer or the Master Servicer, as the case may be, may take any such action without waiting for
the Directing Certificateholder’s response or the AB Whole Loan Controlling Holder’s response (or without waiting to consult
with the Directing Certificateholder, the Risk Retention Consultation Parties, the AB Whole Loan Controlling Holder or the Operating Advisor,
as the case may be); provided that the Special Servicer or the Master Servicer, as the case may be, provides the Directing Certificateholder
(or the Operating Advisor, if applicable) with prompt




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written notice following such action including
a reasonably detailed explanation of the basis therefor. Neither the Master Servicer nor the Special Servicer is required to obtain the
consent of the Directing Certificateholder for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder
after the occurrence and during the continuance of a Control Termination Event; provided, however, that, after the occurrence
and during the continuance of a Control Termination Event but, with respect to the Directing Certificateholder only, prior to the occurrence
of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder in connection with any Major
Decision not relating to any Excluded Loan (and any other actions which otherwise require consultation with the Directing Certificateholder
prior to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative actions recommended by
the Directing Certificateholder, in respect thereof. In the event the Special Servicer receives no response from the Directing Certificateholder
within ten (10) Business Days (or if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days)
following its written request for input on any required consultation, the Special Servicer shall not be obligated to consult with the
Directing Certificateholder on the specific matter; provided, however, that the failure of the Directing Certificateholder
to respond shall not relieve the Special Servicer from consulting with the Directing Certificateholder on any future matters with respect
to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. In addition, if
a Control Termination Event is continuing, the Special Servicer shall also consult with the Operating Advisor (in person or remotely via
electronic, telephonic or other mutually agreeable communication) in connection with any proposed Major Decision processed by the Special
Servicer, and for which a Major Decision Reporting Package has been delivered to the Operating Advisor, provided that such consultation
is on a non-binding basis. In the event that the Special Servicer receives no response from the Operating Advisor within ten (10) Business
Days following the later of (i) its written request for input on any required consultation (which request is required to include
the related Major Decision Reporting Package) and (ii) delivery of all such additional information reasonably requested by the Operating
Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating
Advisor on the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific
matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter with respect
to the applicable Mortgage Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan, the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions that it is processing or for which its consent is required and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting
with the Operating Advisor.


As used in the definition
of Major Decisions and Master Servicer Decisions, “performance”, “earn-out”, “holdback” and similar
escrows and reserves refers to any escrow or reserve that is taken (in whole or in part) at the origination of the Mortgage Loan, the
release of which is subject to the satisfaction of specifically identified financial or leasing conditions or the occurrence of a specifically
identified event, in each case as set forth in the Mortgage Loan Documents and related to the borrower or Mortgaged Property.




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In addition, (i) for so long
as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other than any applicable Excluded Loan
with respect to a Risk Retention Consultation Party), and (ii) during the continuance of a Consultation Termination Event, with respect
to any Serviced Mortgage Loan (other than any applicable Excluded Loan with respect to a Risk Retention Consultation Party), upon request
of a Risk Retention Consultation Party, the Special Servicer shall consult with such Risk Retention Consultation Party on a non-binding
basis in connection with any Major Decision that it is processing (and such other matters that are subject to the non-binding consultation
rights of such Risk Retention Consultation Party pursuant to this Agreement) and to consider alternative actions recommended by such Risk
Retention Consultation Party in respect of such Major Decision (or any other matter requiring consultation with such Risk Retention Consultation
Party); provided that in the event the Special Servicer receives no response from a Risk Retention Consultation Party within 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 in the possession of the Master Servicer or the Special Servicer, as applicable, reasonably requested
by such Risk Retention Consultation Party related to the subject matter of such consultation, the Special Servicer shall not be obligated
to consult with such Risk Retention Consultation Party on the specific matter; provided, however, that the failure of a
Risk Retention Consultation Party to respond will not relieve the Special Servicer from using reasonable efforts to consult with such
Risk Retention Consultation Party on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other
Mortgage Loan. For the avoidance of doubt, (x) no Risk Retention Consultation Party shall have any consultation rights with respect to
any related Excluded Loan and (y) any consultation with a Risk Retention Consultation Party under this Agreement shall occur only upon
request of such Risk Retention Consultation Party, and any such consultation shall be on a strictly non-binding basis and shall be subject
to all limitations with respect to the procedures and timing for such consultation set forth in this Section 6.08(a).


No Risk Retention Consultation
Party acting in its capacity as Risk Retention Consultation Party shall have any liability to the Trust Fund, any party to this Agreement,
any Certificateholders or any other Person for any action taken, or for refraining from the taking of any action, or for errors in judgment.


Subject to the terms and
conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter that constitutes a “Major
Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan) unless the Master Servicer and the Special
Servicer mutually agree that the Master Servicer will process such request with respect to a Mortgage Loan that is not a Specially Serviced
Loan in accordance with terms and conditions reasonably agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s
consent or deemed consent as set forth in this Section 6.08 and the Directing Certificateholder’s consent or deemed consent
as set forth in this Section 6.08.


Notwithstanding anything
herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the related Loan-Specific Directing Certificateholder shall,
pursuant to the related Intercreditor Agreement, exercise any consent and consultation rights, and rights to provide direction to the
Master Servicer or Special Servicer, of the “Directing Certificateholder”




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with respect to such Mortgage Loan as provided
for in this Agreement until the Servicing Shift Securitization Date.


Upon receiving a request
for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced
Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer
and the Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided
in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision. With respect
to such request, the Master Servicer shall continue to reasonably cooperate with the Special Servicer by delivering any additional information
in the Master Servicer’s possession to the Special Servicer requested by the Special Servicer relating to such Major Decision, and,
to the extent mutually agreed by the Master Servicer and the Special Servicer, any reasonably requested analysis relating to such Major
Decision. Notwithstanding the foregoing, if the Master Servicer and the Special Servicer mutually agree in accordance with the Servicing
Standard that the processing of such a Major Decision by the Master Servicer would be more efficient by virtue of the fact that the Master
Servicer is handling or is expected to handle other major decisions (which may include Major Decisions in this transaction) or other borrower
requests under comparable circumstances, then the Master Servicer may process such Major Decision (including interfacing with the borrower
and providing a written recommendation and analysis to the Special Servicer) with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably
agreed to by the Master Servicer and Special Servicer, including the Special Servicer’s consent and the Directing Certificateholder’s
consent (both of which will be deemed given if no response is received within the later of (i) ten (10) Business Days (or with respect
to the Directing Certificateholder, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days)
after the Special Servicer’s receipt of the Master Servicer written recommendation and analysis and (ii) delivery of any additional
information in the possession of the Master Servicer reasonably requested in order to grant or withhold such consent).


In addition, with respect
to any Mortgage Loan other than an Excluded Loan, for so long as no Control Termination Event has occurred and is continuing, the Directing
Certificateholder subject to any rights, if any, of the related Companion Holder to advise the Special Servicer with respect to the related
Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain
from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem advisable or as to which
provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such direction or objection
contemplated by the first paragraph of this Section 6.08(a) or this paragraph, may require or cause the Master Servicer or
Special Servicer to violate any provision of any Mortgage Loan or related Intercreditor Agreement or mezzanine intercreditor agreement,
applicable law, this Agreement, or the REMIC Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders
of the related Companion Loan), including without limitation the obligation of the Master Servicer and the Special Servicer to act in
accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or materially




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expand the scope of the responsibilities of
the Master Servicer or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable,
to act, or fail to act, in a manner which in the reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is
not in the best interests of the Certificateholders and the RR Interest Owners.


In the event the Special
Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder (or the AB Whole Loan
Controlling Holder, as applicable) or any advice from the Directing Certificateholder or the Risk Retention Consultation Parties (or the
AB Whole Loan Controlling Holder, as applicable), would cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, applicable law or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or
Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder or the Risk
Retention Consultation Parties (or the AB Whole Loan Controlling Holder, as applicable), the Trustee and the Rating Agencies of its determination,
including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master
Servicer or Special Servicer in accordance with the direction of or approval of the Directing Certificateholder or a Risk Retention Consultation
Party (or the AB Whole Loan Controlling Holder, as applicable) that does not violate the terms of any Mortgage Loan, applicable law or
the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the part of the Master Servicer
or the Special Servicer.


In addition, with respect
to any matter for which the consent of the Directing Certificateholder is required or for which the Directing Certificateholder has the
right to direct the Master Servicer or the Special Servicer, to the extent no specific time period for deemed consent is expressly stated,
in the event no response from the Directing Certificateholder is received within 10 Business Days following written request for input
and all reasonably requested information on any required consent or direction, the Directing Certificateholder shall be deemed to have
consented or approved on the specific matter; provided, however, that the failure of the Directing Certificateholder to
respond will not affect any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan.


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders and the RR Interest Owners for any action taken, or for refraining from
the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder shall not be
protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
and each RR Interest Owner acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one
or more Classes of the Certificates including the Holders of the Controlling Class over other Classes of the Certificates or the RR Interest
Owners, and that the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of some
Classes of the Certificates or the RR Interest Owners, that the Directing Certificateholder may act solely in the interests of the Holders
of the Controlling Class, including




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the Holders of the Controlling Class, that
the Directing Certificateholder does not have any duties or liability to the Holders of any Class of Certificates other than the Controlling
Class, that the Directing Certificateholder shall not be liable to any Certificateholder or any RR Interest Owner, by reason of its having
acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder shall have no liability
whatsoever for having so acted, and no Certificateholder or RR Interest Owner may take any action whatsoever against the Directing Certificateholder
or any director, officer, employee, agent or principal thereof for having so acted.


Any Non-Serviced Whole Loan
Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders for
any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate, each
Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related Non-Serviced
Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the related Non-Serviced
PSA including the Holders of the controlling class under such Non-Serviced PSA over other Classes of the Certificates, and that such Non-Serviced
Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict
with those of Holders of some Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such
Non-Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that
such Non-Serviced Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in
the interests of the Holders of the controlling class under the related Non-Serviced PSA, and that such Non-Serviced Whole Loan Controlling
Holder, with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,
or any director, officer, employee, agent or principal thereof for having so acted.


(b)              
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a Control
Termination Event (and at any time with respect to any Non-Serviced Mortgage Loan and any Excluded Loan and, prior to the occurrence and
continuance of an AB Control Appraisal Period, the Serviced AB Whole Loan), the Directing Certificateholder shall have no right to consent
to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during the continuance of
a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain
entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special
Servicer and any other applicable party shall consult with the Directing Certificateholder (other than with respect to any Non-Serviced
Mortgage Loan and any Excluded Loan) in connection with any action to be taken or refrained from taking to the extent set forth herein;
and (iii) after the occurrence of a Consultation Termination Event (and at any time with respect to any Non-Serviced Mortgage Loan
and any Excluded Loan), the Directing Certificateholder shall have no direction, consultation or consent rights hereunder and no right
to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)
or any other rights as Directing Certificateholder.




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(c)              
 JPMCB shall be the initial VRR-A Risk Retention Consultation Party and CREFI shall be the initial VRR-B Risk Retention Consultation
Party, and each shall remain so until a successor is appointed pursuant to the terms of this Agreement. Upon the resignation or removal
of an existing 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 P-1H 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.


(d)              
Once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless JPMCB (in the case of the VRR-A Risk Retention Consultation Party) or CREFI (in the case
of the VRR-B Risk Retention Consultation Party), as applicable, shall have notified the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other VRR Interest Owner, in writing, of the selection of such new Risk
Retention Consultation Party (including the new contact information).


(e)              
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Risk Retention Consultation
Party may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) each
Risk Retention Consultation Party may act solely in the interests of the applicable VRR Interest Owner; (iii) each Risk Retention Consultation
Party does not have any liability or duties to the Holders of any Class of Certificates; (iv) each Risk Retention Consultation Party may
take actions that favor interests of the Holders of one or more Classes (including the Class RR Certificates) or the RR Interest over
the interests of the Holders of one or more other Classes of Certificates; and (v) each Risk Retention Consultation Party shall have no
liability whatsoever (other than to the applicable VRR Interest Owner) for having so acted as set forth in clauses (i) through
(iv) above, and no Certificateholder may take any action whatsoever against the applicable Risk Retention Consultation Party or
any director, officer, employee, agent or principal of such Risk Retention Consultation Party for having so acted.


[End of Article VI]


Article VII



SERVICER TERMINATION EVENTS


Section 7.01       
Servicer Termination Events; Master Servicer and Special Servicer Termination.(a) “Servicer Termination Event,”
wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be, any one of the following
events:


(i)               
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account,
or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such deposit
or remittance is first required to be made under the terms of




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this Agreement, which failure is not
remedied within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m.
(New York City time) on the relevant Distribution Date; or


(ii)                
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any amount
required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement;
or


(iii)              
any failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of
its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or (A) with
respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case of the Master Servicer’s
or Special Servicer’s obligations, as applicable, contemplated by Article XI, (B) fifteen (15) days in the case
of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay
the premium for any property insurance policy required to be maintained) after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given (A) to the Master Servicer or the Special Servicer, as the case may be, by any other
party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this
Agreement, by the Holders of Certificates evidencing Percentage Interests aggregating not less than 25% of all Voting Rights or, solely
as it relates to the servicing of a Serviced Whole Loan, if affected by that failure, by the holder of the related Serviced Pari Passu
Companion Loan; provided, however, if such failure is capable of being cured and the Master Servicer or Special Servicer,
as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided, further,
however, that such extended period will not apply to the obligations regarding Exchange Act reporting; or


(iv)             
any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) or the RR Interest Owners and which continues unremedied
for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given
to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or
to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of Voting Rights or, as it relates to the servicing of a Serviced Whole
Loan affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan; provided, however, that if
such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure,
such 30-day period will be extended an additional thirty (30) days; or




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


(vi)             
the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


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


(viii)          
Moody’s or KBRA (or, in the case of any Serviced Companion Loan Securities, any applicable rating agency) has (A) qualified,
downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion Loan
Securities, or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities on “watch
status” in contemplation of a rating downgrade or withdrawal (and in the case of clauses (A) and (B), such action
has not been withdrawn by Moody’s or KBRA (or, in the case of any Serviced Companion Loan Securities, any applicable rating agency)
(within sixty (60) days of such event) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns
with the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; or


(ix)              
the Master Servicer or Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by
Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the delisting.


(b)              
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of
this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every
such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written
direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to
any Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled
to 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master Servicer
or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination Event under clause (iii)(A)
above), by notice in writing




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to the Affected Party, with a copy of such
notice to the Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04)
and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a
Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled to the
payment of accrued and unpaid compensation and reimbursement through the date of such termination as provided for under this Agreement
for services rendered and expenses incurred. From and after the receipt by the Affected Party of such written notice except as otherwise
provided in this Article VII, all authority and power of the Affected Party under this Agreement, whether with respect to
the Certificates (other than as a Holder of any Certificate), the RR Interest or the Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01,
and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the
Affected Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement
or assignment of the Mortgage Loans and related documents, or otherwise. The Master Servicer and Special Servicer each agree that if it
is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days
subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it
to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within
five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have been credited
by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the
REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO Property (provided,
however, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section 7.01(b)
or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all amounts accrued
or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special
Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers, members, employees and
agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04
notwithstanding any such termination).


(c)                
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event
under Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period after such notice
in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03
and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans under this Agreement.
During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder. In the event that the
Master Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master servicer to assume the duties
of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.




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Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder of a Serviced
Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced Pari Passu Companion
Loan or the Other Trustee appointed under the related Other Pooling and Servicing Agreement, as applicable, shall be entitled to direct
the Trustee to terminate the Special Servicer with respect to the related Serviced Whole Loan. Any Special Servicer appointed to replace
the Special Servicer with respect to a Serviced Mortgage Loan cannot at any time be (without the prior written consent of the holder of
such Serviced Pari Passu Companion Loan) the Person (or Affiliate thereof) that was terminated at the direction of the holder of the related
Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02
and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall comply with the
provisions of Section 7.02. Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject
to the receipt of Rating Agency Confirmation and confirmation from the rating agencies that such appointment or replacement will not result
in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related Serviced Companion Loan Securities
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


(d)               
Subject to the rights of the AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement and other than with
respect to any Excluded Loan, the Directing Certificateholder, at any time prior to the occurrence and continuance of a Control Termination
Event, and subject to the right of the Operating Advisor to recommend the termination of the Special Servicer and recommend a Qualified
Replacement Special Servicer and the right of the Certificateholders to approve the replacement of the Special Servicer with such Qualified
Replacement Special Servicer pursuant to this Section 7.01(d), shall be entitled to terminate the rights (subject to Section 3.11
and Section 6.04) and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business
Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor;
such termination to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d);
provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this Section 7.01(d)
shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate the Special Servicer’s rights
and obligations under this Agreement without cause with respect to such Servicing Shift Whole Loan pursuant to the terms of the related
Intercreditor Agreement. Upon a termination of such Special Servicer, the Directing Certificateholder (other than with respect to any
Excluded Loan) shall appoint a successor special servicer; provided, however, that (i) such successor will meet the
requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency Confirmation and, in the case
of any class of any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25) and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07




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hereof and any other Form 8-K filings have
been completed with respect to any related Companion Loan. For the sake of clarity, the recommendation of replacement of the Special Servicer
by the Operating Advisor and the approval of the Certificateholders and the RR Interest Owners of such Qualified Replacement Special Servicer
shall not preclude the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement
may not be the removed Special Servicer or its Affiliate.


After the occurrence and
during the continuance of a Control Termination Event that relates to any Mortgage Loan, upon (a) the written direction of Holders
of Principal Balance Certificates and/or the Class RR Certificates evidencing not less than 25% of the Voting Rights (taking into account
the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such Certificates pursuant
to Section 4.05 hereof) of the Principal Balance Certificates and/or the Class RR Certificates on an aggregate basis requesting
a vote to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment by such Holders
to the Certificate Administrator of the reasonable fees and out-of-pocket expenses (including any legal fees and any Rating Agency fees
and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which will not be additional
expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation
from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders), the Certificate Administrator
shall promptly post notice to all Certificateholders and the RR Interest Owners of such request on the Certificate Administrator’s
Website in accordance with Section 3.13(b) and concurrently by mail conduct the solicitation of votes of all Certificates
in such regard, which requisite affirmative votes must be received within one hundred-eighty (180) days of the posting of such notice,
and if not so received, such votes shall be null and void ab initio. Upon the written direction of Holders of Principal Balance
Certificates and/or Class RR Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee
shall terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special servicer
(which must be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator shall include
on each Distribution Date Statement a statement that each Certificateholder or each RR Interest Owner may (i) access such notices
via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are
posted thereon. Notwithstanding the foregoing, the Certificateholder’s and the RR Interest Owner’s direction to remove the
Special Servicer shall not apply to any Serviced AB Whole Loan for which it is not subject to an AB Control Appraisal Period.


An AB Whole Loan Controlling
Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period, to replace the Special Servicer
solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency Confirmation;
(B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes the Special
Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement from and after the date it
becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to an assumption agreement reasonably satisfactory
to the Certificate Administrator; and (C) the Certificate Administrator shall have received an opinion of counsel reasonably satisfactory
to the Certificate Administrator to the effect that (x) the designation of such




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replacement to serve as Special Servicer is
in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any Serviced
AB Whole Loan, and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable against such replacement
in accordance with the terms hereof.


The parties hereto acknowledge
that, notwithstanding anything to the contrary contained in this section, in accordance with the related Intercreditor Agreement, if a
servicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and affects the holder of the related Non-Serviced
Mortgage Loan, and such Non-Serviced Special Servicer has not otherwise been terminated, the holder of the related Non-Serviced Mortgage
Loan (or the Trustee (or, prior to a Control Termination Event, the Trustee acting at the direction of the Directing Certificateholder))
shall be entitled to direct the related Non-Serviced Trustee to terminate such Non-Serviced Special Servicer solely with respect to the
related Non-Serviced Whole Loan(s). The appointment (or replacement) of a special servicer with respect to a Non-Serviced Whole Loan will
in any event be subject to Rating Agency Confirmation from each Rating Agency. A replacement special servicer will be selected by the
related Non-Serviced Trustee or, prior to a control termination event (or similarly defined term) under the related Non-Serviced PSA,
by the related Non-Serviced Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed
to replace the special servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof)
that was terminated at the direction of the holder of such Non-Serviced Mortgage Loan, without the prior written consent of the Directing
Certificateholder.


For so long as a Control
Termination Event is continuing, if the Operating Advisor determines that (i) the Special Servicer is not performing its duties as required
hereunder or is otherwise not acting in accordance with the Servicing Standard and (ii) the replacement of the Special Servicer would
be in the best interest of the Certificateholders and the RR Interest Owners as a collective whole, the Operating Advisor shall deliver
to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W
attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional
information, subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that
in no event shall the information or any other content included in such written recommendation contravene any provision of this Agreement)
detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation) and recommending a
suggested replacement special servicer, which shall be a Qualified Replacement Special Servicer. In such event, the Certificate Administrator
shall promptly post notice to all Certificateholders and the RR Interest Owners of such recommendation and the related report on the Certificate
Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail conduct the solicitation of votes
of all Certificates in such regard, which requisite affirmative votes must be received within one hundred-eighty (180) days of the
posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon (i) the affirmative vote
of Holders of Principal Balance Certificates and the Class RR Certificates evidencing at least a majority of a quorum of Certificateholders
(which, for this purpose, is the Holders of Certificates that (x) evidence at least 20% of the Voting Rights (taking into account the
application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates
and the Class RR Certificates on an aggregate basis and (y) consist of at




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least three Certificateholders or Certificate
Owners that are not affiliated with each other) and (ii) receipt of Rating Agency Confirmation from each Rating Agency with respect
to the termination of the Special Servicer and the appointment of a successor special servicer recommended by the Operating Advisor following
satisfaction of the foregoing clause (i) and, with respect to any Serviced Companion Loan Securities, a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), the Trustee shall (i) terminate all of the rights and
obligations of the Special Servicer under this Agreement and appoint such successor Special Servicer and (ii) promptly notify such
outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including
reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such
vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of the
Trust. In the event that the Certificate Administrator does not receive the affirmative vote of at least a majority of the quorum described
in clause (i) of the preceding sentence, then the Trustee shall have no obligation to remove the Special Servicer. Prior to
the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations
of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. Notwithstanding the foregoing,
the Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to a Serviced AB Whole
Loan so long as the AB Whole Loan Controlling Holder is not subject to an AB Control Appraisal Period under the related Intercreditor
Agreement. For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval
of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder from appointing
a replacement special servicer, provided that such replacement may not be the removed Special Servicer or its Affiliate.


No penalty or fee shall be
payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). The reasonable
fees and out-of-pocket expenses of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders
of the Controlling Class.


For the avoidance of doubt,
the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth in Section 6.04,
any action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d) (regarding
removal of the Special Servicer), or the result of the vote of the Certificateholders (regarding removal of the Special Servicer).


(e)              
The Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the remedy
for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix), and the
resulting operation of Section 7.01(b) and (c).




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The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii) or (ix).


(f)               
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion
Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part
of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class
of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may not be terminated
by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates backed, wholly or partially,
by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced Companion Loan, the Master Servicer
shall be required to appoint a sub-servicer that will be responsible for servicing the related Serviced Whole Loan; provided that
such sub-servicer meets the eligibility requirements of a successor master servicer under Section 7.02.


(g)              
(i) Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and
continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing
Certificateholder, shall appoint (and may remove and replace with or without cause) an Excluded Special Servicer, as successor to the
resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement. After the occurrence and
during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded
Loan, the resigning Special Servicer shall use reasonable efforts to select the related Excluded Special Servicer. The Special Servicer
shall not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to the
identity of the applicable Excluded Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies
confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of
the Certificates and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities, (ii) the
related Excluded Special Servicer, as certified by such Excluded Special Servicer, is a Qualified Replacement Special Servicer and (iii) the
related Excluded Special Servicer delivers to the Depositor (and the Certificate Administrator) and any applicable Other Depositor (and
any applicable Other Certificate Administrator), the information, if any, required under Item 6.02 of Form 8-K pursuant
to the Exchange Act regarding itself in its role as Excluded Special Servicer.


If at any time the Special
Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming an REO Property)
with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan
or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the Special Servicer shall become the Special Servicer
again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled to all special servicing compensation
with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan




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is no longer an Excluded Special Servicer Loan;
provided, however, that the related Excluded Special Servicer will not be required to resign if the Directing Certificateholder
determines that such Excluded Special Servicer may continue to serve as Special Servicer for the applicable Excluded Special Servicer
Loan.


The applicable Excluded Special
Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and shall be entitled
to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage
Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided that the Special Servicer shall remain entitled to all
other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans
during such time).


If a Servicing Officer of
the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that a Mortgage
Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable, the Master
Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each
of the other parties to this Agreement.


Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case
may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of termination
for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time
period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the Master
Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder
as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special Servicer, as
applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of,
all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties, liabilities
and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master Servicer or Special
Servicer, as applicable, by the terms and provisions hereof; provided, however, that any failure to perform such duties
or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information or moneys required
hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect
any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment
of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its
termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the Special Servicer, as the case
may be, shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer, respectively,
herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for
any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required
to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the
case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled
to the Servicing




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Fees and all fees relating to the Mortgage
Loans or the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder,
including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject
to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which
the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the
capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and
liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special servicer,
as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be
unwilling to act as successor to the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if
the Trustee is not approved as a servicer by each Rating Agency, or if, (i) prior to the occurrence and continuance of a Control
Termination Event and (ii) other than with respect to any Excluded Loan, the Directing Certificateholder or the Holders of Certificates
entitled to 25% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent jurisdiction
to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.05 and otherwise
herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part
of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder. No appointment of a successor to
the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing by the successor to
the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) upon
receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if
any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) which appointment has been
approved (prior to the occurrence and continuance of a Control Termination Event and other than with respect to an Excluded Loan) by the
Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed
any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to
any related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee
shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection with such appointment
and assumption of a successor to the Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for
the compensation of such successor out of payments on the Mortgage Loans as it and such successor shall agree; provided, however,
that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess
of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the Master Servicer
or the Special Servicer (whichever is not the terminated party) and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession. Any costs and expenses associated with the transfer of the servicing function
(other than with respect to a termination




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without cause) under this Agreement shall be
borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as
the case may be) has not reimbursed the party requesting such termination or the successor master servicer or special servicer for such
expenses within ninety (90) days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust;
provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses.
If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting
such termination shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust.
In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the
avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction
of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or Special Servicer pursuant to this Agreement,
the Trustee shall not have any liability for such expenses pursuant to this paragraph.


Section 7.03       
Notification to Certificateholders and the RR Interest Owners. (a)  Upon any resignation of the Master Servicer
or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant
to Section 7.01 or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02,
the Certificate Administrator shall give prompt written notice thereof to Certificateholders and the RR Interest Owners at their respective
addresses appearing in the Certificate Register (in the case of the Certificateholders) or, in the case of an RR Interest Owner, as identified
to the Certificate Administrator.


(b)              
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would be
deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator
shall transmit by mail to the Depositor and all Certificateholders and the RR Interest Owners (and, if a Serviced Whole Loan is affected,
the related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66 2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event within twenty
(20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination Event; provided,
however, that a Servicer Termination Event under clause (i), (ii), (viii), (ix) or (x) of Section 7.01(a)
may be waived only by all of the Certificateholders of the affected Classes and a Servicer Termination Event under clause (iii)
of Section 7.01(a) relating to Exchange Act reporting may be waived only with the consent of the Depositor. Upon any such
waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. Upon any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate
Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect
to




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such Servicer Termination Event prior to such
waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any
Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate
of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person
held such Certificates.


Section 7.05       
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make any
Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following
such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii)
hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances
and (y) by noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate
Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect to any
such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder,
including, without limitation, the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate,
and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without
regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s default in its obligations hereunder);
provided, however, that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any
interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall
be applied entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all
interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


[End of Article VII]


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator, prior
to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have occurred,
undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Termination Event
occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree
of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.
Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement shall not be construed as a duty.




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(b)              
 The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the review
of which is specifically governed by the terms of Article II, any CREFC® reports and any information delivered
for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to
determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content
of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Master
Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith, pursuant
to this Agreement.


(c)              
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:


(i)                 
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may
have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions
of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of such duties and obligations
as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee
and the Certificate Administrator and, in the absence of bad faith on the part of the Trustee and the Certificate Administrator, the Trustee
and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator and conforming to the requirements
of this Agreement;


(ii)              
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved
that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts; and


(iii)             
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of
the percentage interest of each affected Class, or of the Voting Rights of the Certificates, relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred
upon the Trustee or the Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such
action).




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(d)              
 The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders and the RR Interest Owners
under this Agreement to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


(i)               
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and
to have been signed or presented by the proper party or parties;


(ii)              
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good
faith and in accordance therewith;


(iii)               
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or the Certificates or the RR Interest or to make any investigation of matters arising hereunder or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders or
the RR Interest Owners, pursuant to the provisions of this Agreement, unless such Certificateholders or the RR Interest Owners shall have
offered to the Trustee or the Certificate Administrator, as applicable, security or indemnity reasonably satisfactory to it, against the
costs, expenses and liabilities which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall
be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such
risk or liability is reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement,
and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct
of his own affairs;


(iv)             
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


(v)              
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which
may have occurred, neither the




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Trustee nor the Certificate Administrator
shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of
Certificates entitled to more than 50% of the Voting Rights; provided, however, that if the payment within a reasonable
time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of
such investigation is, in the opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee
or the Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator,
respectively, may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a
condition to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


(vi)             
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents, affiliates or attorneys; provided, however, that the appointment of such agents,
affiliates or attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any
Person that is a Prohibited Party;


(vii)            
For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of
any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person upon the
occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer of the Trustee or
the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event, act, failure or breach
which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective Corporate Trust Office,
and such notice references the Certificates, the RR Interest or this Agreement;


(viii)          
Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer, the
Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall
only be responsible for its own actions as Master Servicer or Special Servicer), the Operating Advisor, the Asset Representations Reviewer
or the Depositor;


(ix)               
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable,
negligence or willful misconduct was the primary cause of such insufficiency;


(x)                  
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct;




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(xi)                               Except
as otherwise expressly set forth in this Agreement, Computershare Trust Company, National Association acting in any particular capacity
hereunder will not be deemed to be imputed with knowledge of (a) Computershare Trust Company, National Association acting in a capacity
that is unrelated to the transactions contemplated by this Agreement, or (b) Computershare Trust Company, National Association acting
in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations
performed in such capacities are performed by one or more employees within the same group or division of Computershare Trust Company,
National Association or where the groups or divisions responsible for performing the obligations in such capacities have one or more
of the same Responsible Officers; provided, however, the knowledge of employees performing special servicing functions
shall not be imputed to employees performing master servicing functions, and the knowledge of employees performing master servicing functions
shall not be imputed to employees performing special servicing functions;


(xii)             
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law;
and


(xiii)           
Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder or a RR Interest
Owner with respect to its rights and protections relative to the Trust.


The Certificate Administrator
shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Certificate Administrator, as the
case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar, 17g-5
Information Provider and Authenticating Agent).


Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, RR Interest or Mortgage Loans.
The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator
in Sections 2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth
on any outstanding Certificate, shall not be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as
the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee
nor the Certificate Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate
(other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of the RR Interest, any
Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application
by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates or the RR Interest, or for the use or
application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited
in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer
or in the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for
the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the




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Special Servicer and accepted by the Trustee
or the Certificate Administrator, in good faith, pursuant to this Agreement.


Section 8.04       
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the Depositor,
the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it were not
Trustee or the Certificate Administrator.


Section 8.05       
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)  As
compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover recurring
and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator
Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator Fee Rate, which
shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee Fee and Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan and REO Loan (other
than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to the Trustee monthly the Trustee
Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate Administrator
Fee Rate and the Certificate Administrator Fee shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan and
a 360-day year consisting of twelve 30-day months. The Trustee Fee (which shall not be limited to any provision of law in regard
to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services
rendered by it in the execution of the trusts hereby created and in the exercise and performance of any of the powers, rights and duties
of the Trustee hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee
shall constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and duties
hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator Fee
shall be payable with respect to any Companion Loan.


(b)              
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be
entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account or the Lower-Tier
REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including, without limitation, costs
and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred
in becoming successor master servicer or successor special servicer, to the extent not otherwise paid hereunder) arising out of, or incurred
in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to its enforcement of
its indemnification under this Agreement or relating to the exercise and performance of any of the powers, rights and duties of the Trustee
or the Certificate Administrator, respectively, hereunder; provided, however, that none of the Trustee or the




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Certificate Administrator, nor any of the other
above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead,
(ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in
the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions
hereof, which are not “unanticipated expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii),
(iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability
or expense incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the Certificate
Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties,
or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12 or the Certificate
Administrator specified in Section 8.14, respectively, made herein. The provisions of this Section 8.05(b) shall
survive the termination of this Agreement and any resignation or removal of the Trustee or the Certificate Administrator, respectively,
and appointment of a successor thereto. The foregoing indemnity shall also apply to the Certificate Administrator in all of its capacities
hereunder, including Custodian, Certificate Registrar and Authenticating Agent.


(c)              
Each of the Certificate Administrator, Master Servicer and Special Servicer shall indemnify and hold harmless the Depositor (and,
with respect to Certificate Administrator, the Mortgage Loan Sellers) from and against any claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor (and, with respect
to the Certificate Administrator, any Mortgage Loan Seller or its Affiliates) pursuant to a third party claim under the Securities Act,
the Exchange Act or otherwise that arise out of or are based upon (A)(i) with respect to the Certificate Administrator, a breach
by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator
is required to make information available to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any
other capacity in which the Certificate Administrator is required to make information available to a Privileged Person that is an NRSRO,
in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement or (B) with respect
to the Master Servicer and Special Servicer, severally and not jointly (i) a breach by the Master Servicer or Special Servicer, as applicable,
of any of its obligations to deliver information to the 17g-5 Information Provider as set forth in this Agreement, including Section 3.07(a),
Section 3.08, Section 3.09(e), Section 3.12, Section 3.17(c), Section 3.18(g),
Section 11.09, Section 11.10 and Section 11.11, or (ii) a breach by the Master Servicer or Special
Servicer, as applicable, of any of its obligations set forth in Sections 3.13(d), (g) and (i).


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and shall resign if it fails to be, (i) a corporation, national bank, national banking association
or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws
to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a combined capital and surplus of at
least $100,000,000, subject to supervision or examination by federal or state authority, an entity that is not a




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Prohibited Party and (ii)(A) in the case of
the Trustee (1) shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period when the Trustee is
acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02)
and (2) an institution whose long-term senior unsecured debt is rated at least “A2” by Moody’s or an issuer rating
of at least “A2” by Moody’s or which has 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), “A” by Fitch (or short
term debt rating of “F1” by Fitch) and, if rated by KBRA, “BBB-” by KBRA (or if not rated by KBRA, then at least
an equivalent rating by two other NRSROs, which may include Moody’s and Fitch) and (B) in the case of the Certificate Administrator,
an institution whose long-term senior unsecured debt is rated at least “Baa3” by Moody’s or an issuer rating of “Baa3”
by Moody’s or (C) in the case of each of the Certificate Administrator and the Trustee, as otherwise acceptable to each Rating Agency
as evidenced by the receipt of a Rating Agency Confirmation.


If such corporation, national
bank or national banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report
of condition so published. In the event the place of business from which the Certificate Administrator administers the Trust REMICs or
the Grantor Trust or in which the Trustee’s office is located is in a state or local jurisdiction that imposes a tax on the Trust
on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) or a grantor trust, the Certificate
Administrator or the Trustee, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified
in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs and/or the Grantor
Trust, as applicable, from a state and local jurisdiction that does not impose such a tax.


Section 8.07       
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’ prior written notice
thereof to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, the
Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider, and all Certificateholders and the RR Interest
Owners. The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which
shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee
or certificate administrator acceptable to, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder
by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to
the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer,
the Certificateholders and the RR Interest Owners and the Certificate Administrator or the Trustee, as applicable, by the Depositor. In
the event of a resignation pursuant to this Section 8.07(a), the




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resigning Trustee or Certificate Administrator,
as the case may be, must pay all costs and expenses associated with the transfer of its responsibilities. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation,
the resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment of a successor
trustee or certificate administrator, as applicable, and any expenses associated with such petition shall be an expense of the Trust.


(b)              
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor by
the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator (if different than the Trustee) shall fail
(other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder
or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s, as applicable, reasonable control),
to timely publish any report to be delivered, published or otherwise made available by the Certificate Administrator pursuant to Section 4.02
and such failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions
required pursuant to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator,
as applicable, and appoint a successor trustee or certificate administrator acceptable to the Master Servicer, by written instrument,
in duplicate, which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee
or certificate administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be
delivered to the Master Servicer, the Special Servicer and the Certificateholders and the RR Interest Owners by the Depositor. If no successor
trustee or certificate administrator has accepted an appointment within ninety (90) days after the giving of notice of removal, the removed
trustee or certificate administrator, as applicable, may petition any court of competent jurisdiction to appoint a successor trustee or
certificate administrator, as applicable, and such petition shall be an expense of the Trust. In the event of any such termination with
cause pursuant to this Section 8.07(b), the successor trustee or certificate administrator, as applicable, shall be responsible
for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


(c)              
The Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate Administrator so removed
and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the Depositor, the Special Servicer
and the remaining Certificateholders and the RR Interest Owners by the Master Servicer. In the event of any such termination without cause
pursuant to




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this Section 8.07(c), the successor
trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect the transfer
of responsibilities from its predecessor.


(d)              
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan.


If the same party is acting
as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its capacity as Trustee or Certificate
Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate Administrator,
as applicable, and the Depositor shall appoint a successor certificate administrator and a successor trustee, in each instance meeting
the eligibility requirements set forth hereunder.


Upon any succession of the
Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator shall be entitled to the
payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses incurred
(including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator shall be personally liable for any action
or omission of any successor trustee or certificate administrator.


(e)              
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the
termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage
Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee), without recourse,
representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of Benchmark 2022-B32
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32, and the RR Interest Owners or in blank, and (ii) in
the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the outgoing
trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered to it or to the
Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such
endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the
outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Note to the Depositor or the successor
trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage
Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the
registered Holders of Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32, and the RR
Interest Owners or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent any
such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to comply with the foregoing,
then the Master Servicer




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shall use reasonable efforts to cause the related
Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing
trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor
trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor trustee to ensure that such Mortgage
Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this
Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason,
to note the same in such certification.


(f)               
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


Section 8.08       
Successor Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer
and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee or certificate administrator
without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee shall deliver
to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at
the time held on its behalf by a Custodian, which Custodian, at Custodian’s option shall become the agent of the successor trustee),
and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and
do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights,
powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.


(b)              
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be eligible
under the provisions of Section 8.06.


(c)              
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor
and the Certificateholders and the RR Interest Owners. If the Master Servicer fails to deliver such notice within ten (10) days after
acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or




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consolidation to which the Trustee or the Certificate
Administrator shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or
the Certificate Administrator shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder; provided
that, in the case of the Trustee, such successor Person shall be eligible under the provisions of Section 8.06, without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.
The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
and shall provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider,
which shall post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


Section 8.10       
Appointment of Co-Trustee or Separate Trustee.

(a)  Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located or for enforcement actions or where a conflict
of interest exists, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments
to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate
trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined
in such appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall
have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder and no notice
to Holders of Certificates or the RR Interest Owners of the appointment of co-trustee(s) or separate trustee(s) shall be required
under Section 8.08 hereof. All co-trustee fees shall be payable out of the Trust Fund.


(b)              
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such
separate trustee or co-trustee at the direction of the Trustee.


(c)              
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its




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instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision
of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument
shall be filed with the Trustee.


(d)              
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and
in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


(e)              
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its
duties and responsibilities hereunder.


Section 8.11       
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of
the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File.
The Custodian shall be subject to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder
in connection with the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of the Custodian,
the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of one or more Custodians
by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of any Custodian other than the initial Custodian. Any Custodian appointed
hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which serve in such capacity
in commercial mortgage loan securitization transactions, or may self-insure.


Section 8.12       
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate
Administrator for the benefit of the Certificateholders and the RR Interest Owners, as of the Closing Date, that:


(i)                
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


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




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


(iv)             
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the
rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such
enforcement is considered in a proceeding in equity or at law;


(v)              
The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation
or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s good faith and
reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement;


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


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


Section 8.13       
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall promptly,
upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity and/or contact
information of any Serviced Companion Noteholder (to the extent it receives written notice of such change). The Certificate Administrator,
Master Servicer and Special Servicer may each conclusively rely on the information provided to them regarding identity and/or contact
information regarding any Serviced Companion Noteholder, and the Certificate Administrator, Master Servicer and Special Servicer, as applicable,
shall have no liability for notices not sent to the correct Serviced Companion Noteholders or any obligation to determine the identity
and/or contact information of the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of
any of the Serviced Companion




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Noteholders or the most recent identity and/or
contact information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master
Servicer or Special Servicer, as applicable.


Section 8.14       
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants
to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced
Companion Noteholder, and the Trustee, for the benefit of the Certificateholders and the RR Interest Owners, as of the Closing Date, that:


(i)                 
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


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


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


(iv)             
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms
hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement
of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


(v)                           
The Certificate Administrator is not in violation of, and its execution and delivery of thisAgreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Certificate
Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


(vi)             
No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate




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Administrator’s good faith and
reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator to perform its obligations
under this Agreement or the financial condition of the Certificate Administrator; and


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


Section 8.15       
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer
is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship
with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable. Accordingly, each of the
parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer,
upon its respective reasonable request from time to time such identifying information and documentation as may be available for such party
in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer to comply with Applicable
Laws.


[End of Article VIII]


Article IX



TERMINATION


Section 9.01       
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than (i) any
obligations of the parties hereto under this Article IX, (ii) the obligations of the Certificate Administrator to provide for and make
payments to Certificateholders as hereafter set forth and (iii) the indemnification rights and obligations of the parties hereto), the
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall
terminate upon payment (or provision for payment) to the Certificateholders and the RR Interest Owners of all amounts held by the Certificate
Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final payment
(or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the purchase
or other liquidation by the Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders
of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each




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REO Property remaining in the Trust Fund at
a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included
in the Trust Fund, (2) the Appraised Value of the Trust’s portion of each REO Property, if any, included in the Trust Fund
(such Appraisals in clause (a)(2) to be conducted by an Independent MAI-designated appraiser selected by the Master Servicer,
and approved by more than 50% of the Voting Rights of the Classes of Certificates then outstanding (other than the Controlling Class unless
the Controlling Class is the only Class of Certificates then outstanding)) (which approval shall be deemed given unless more than 50%
of such Certificateholders object within twenty (20) days of receipt of notice thereof), (3) the reasonable out-of-pocket
expenses of the Master Servicer with respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans and
(4) if a Mortgaged Property secures a Non-Serviced Mortgage Loan and is an “REO property” under the terms of the related Non-Serviced
PSA, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the Non-Serviced Master
Servicer in accordance with clause (2) above (clauses (1) through (4), the “Termination Purchase Amount”), minus
(b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances,
together with any interest accrued and payable to the Master Servicer in respect of such Advances in accordance with Sections 3.03(d)
and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be
deemed to have been paid or reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the Class A-1,
Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D and
Class E Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates
(other than the Class R and Class S Certificates) and the RR Interest for the remaining Mortgage Loans and REO Properties in the
Trust Fund, of which (a) an amount equal to the product of (x) the VRR Percentage and (y) the Termination Purchase Amount shall be paid
to the VRR Interest Owners in exchange for the surrender of the VRR Interest, and (b) an amount equal to the product of (i) the Non-VRR
Percentage and (ii) the Termination Purchase Amount shall be deemed paid to the Trust and deemed distributed to the holder or holders
described in the immediately succeeding paragraph in exchange for the then-outstanding Certificates and the RR Interest pursuant to the
terms of the immediately succeeding paragraph; provided, however, that in no event shall the Trust created hereby continue
beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States to the Court of St. James’s, living on the date hereof.


Upon termination of the Trust
pursuant to clause (i) of the immediately preceding sentence, the Custodian shall release or cause to be released to the Servicer, at
the address provided in Section 13.05 of this Agreement or to such other address designated by the Servicer in writing, any Mortgage Files
remaining in its possession, and the Trustee shall execute and deliver all assignments, endorsements and other instruments furnished to
it by the Master Servicer or Special Servicer, as applicable, as shall be necessary to effectuate the transfer of the Mortgage Loans,
any REO Properties and any other collateral for the Mortgage Loans, as applicable.


Following the date on which
the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)




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of the then outstanding Certificates (other
than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder shall have the right, with the consent
of the Master Servicer, to exchange all of its Certificates (other than the Class R and Class S Certificates) and the RR Interest
for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (iii) of the first
paragraph of this Section 9.01 by giving written notice to all the parties hereto no later than sixty (60) days prior to the
anticipated date of exchange. In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the
Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on
which the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available
funds equal to (a) the product of the VRR Percentage and the Termination Purchase Amount plus (b) all amounts due and owing to the Depositor,
the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereunder through the date of the liquidation
of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto, pursuant
to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a), but only
to the extent that such amounts are not already on deposit in the Collection Account and be deemed to pay to the Trust (which amount shall
be further deemed distributed to the Holders of all outstanding Non-VRR Certificates) an amount equal to the product of the Non-VRR Percentage
and the Termination Purchase Amount. In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower-Tier
REMIC Distribution Account and the Excess Interest Distribution Account on the Master Servicer Remittance Date related to such Distribution
Date in which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b)
(provided, however, that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase
price allocable to such Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation
that such final deposits have been made and following the surrender of all its Certificates (other than the Class R and Class S Certificates)
and the RR Interest on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer,
release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans
and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust shall be liquidated in accordance
with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the
assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates, plus
accrued, unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributable
in respect of such Certificates and Related Lower-Tier Regular Interests.


The obligations and responsibilities
under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Companion
Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan has been paid
in full or is no longer part of the Trust Fund and (ii) no amounts payable by the related Companion Holder to or for the benefit
of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.




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The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates, in that order of
priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in
respect of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided,
however, that the Holders of the Controlling Class, the Special Servicer, the Master Servicer, or the Holders of the Class R
Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust
Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the purposes
of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective Anticipated
Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool of Mortgage Loans
and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date) as set forth in the Preliminary
Statement. This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event that the Master Servicer
or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of the Class R Certificates
purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance with
the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates, as applicable, shall deposit in the Lower-Tier REMIC Distribution Account not later than the Master
Servicer Remittance Date relating to the Distribution Date on which the final distribution on the Certificates is to occur, an amount
in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof payable to any Person
other than the Certificateholders pursuant to Section 3.05(a), which portion shall be deposited in the Collection Account).
In addition, the Master Servicer shall transfer to the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution
Account all amounts required to be transferred thereto on such Master Servicer Remittance Date from the Collection Account pursuant to
the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise
be held for future distribution. Upon confirmation that such final deposits and payments have been made, the Custodian shall release or
cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders
of the Class R Certificates, as applicable, the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,
endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling
Class or the Holders of the Class R Certificates, as applicable, as shall be necessary to effectuate transfer of the Mortgage Loans
and REO Properties remaining in the Trust Fund.


For purposes of this Section 9.01,
the Holders of the majority of the Controlling Class shall have the first option to terminate the Upper-Tier REMIC and Lower-Tier
REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class R Certificates. For purposes of this
Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling Class, shall act on behalf
of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.




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Notice of any termination
pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the Certificateholders,
each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions of Section 3.13(c)
(who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties
hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage Loans and each REO Property
remaining in the Trust Fund, not earlier than the 15th day and not later than the 25th day of the month next preceding the month of the
final distribution on the Certificates, or (b) otherwise during the month of such final distribution on or before the P&I Advance
Determination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and final
payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at
the offices of the Certificate Registrar or such other location therein designated.


After transferring the Lower-Tier
Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable to the Regular Certificates
and the VRR Interest pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case pursuant to
Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final Distribution
Date, the Certificate Administrator shall distribute to the VRR Interest Owners and to each Certificateholder so presenting and surrendering
its Certificates (i) such Certificateholder’s Percentage Interest of, and the RR Interest Owner’s portion of that portion
of the amounts then on deposit in the Upper-Tier REMIC Distribution Account that are allocable to payments on the RR Interest and
Class of Certificates so presented, (ii) any remaining amounts of Prepayment Premiums and Yield Maintenance Charges distributable
to the Holders of the Class X-D Certificates or the VRR Interest pursuant to Section 4.01(e), (iii) to the Holders of
the Class S Certificates so presented, any remaining amounts on deposit in the Excess Interest Distribution Account, and (iv) any
remaining amount shall be distributed to the Class R Certificates in respect of the Class LR Interest or the Class UR Interest,
as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account
as of the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR
Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed
on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and
Section 4.01(h).


Section 9.02       
Additional Termination Requirements. In the event the Master Servicer or the Special Servicer purchases, or the Holders
of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans, the RR Interest and the
Trust’s portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC
and Lower-Tier REMIC shall be terminated in accordance with the following additional requirements, which meet the definition of a
“qualified liquidation” in Section 860F(a)(4) of the Code:




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(i)                  
 the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date
of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final
Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


(ii)                
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates and
the RR Interest, the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the
Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates, as applicable,
for cash; and


(iii)              
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular Interests
and the Certificates and the RR Interest, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC) and
in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained to meet
claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


[End of Article IX]


Article X



ADDITIONAL REMIC PROVISIONS


Section 10.01   
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to
treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will
be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in
which the Lower-Tier Regular Interests and the Regular Certificates are issued. For the purposes of the REMIC election in respect of the
Upper-Tier REMIC, each Class of the Regular Certificates and the VRR REMIC Regular Interests shall be designated as a class of “regular
interests” and the Class UR Interest shall be designated as the sole class of “residual interests” in the Upper-Tier
REMIC. For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be
designated as a class of “regular interests” and the Class LR Interest shall be designated as the sole class of “residual
interests” in the Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation
of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


(b)              
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC within
the meaning of Section 860G(a)(9) of the Code.


(c)              
The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit by




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any governmental taxing authority with respect
thereto. The legal expenses, including without limitation attorneys’ or accountants’ fees, and costs of any such proceeding
and any liability resulting therefrom shall be expenses of the Trust and the Certificate Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans and any REO Properties on deposit in the Collection Account as provided by
Section 3.05(a) unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful
misconduct, bad faith or negligence. The Holder of the Class R Certificates agree that: the Certificate Administrator shall be designated
as the “partnership representative” (within the meaning of section 6223 of the Code) of each Trust REMIC. By their acceptance
thereof, the Holders of the Class R Certificates hereby agree to such appointment and designation.


(d)              
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns
that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee
shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne by the Certificate
Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause to be prepared, and file
or cause to be filed with the IRS, and the Trustee shall sign on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application
for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means. 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 IRS regulations.


(e)              
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such
information as is necessary for the application of any tax relating to the Transfer of such Class R Certificate to any Person who
is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders and
the RR Interest Owners such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest,
original issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
a Form 8811, within thirty (30) days after the Closing Date. The Certificate Administrator shall prepare, and the Trustee shall sign,
the Form 8811.


(f)               
The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within the
Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain
the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the
extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the Special Servicer shall knowingly
or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably
within its control and the scope of duties more specifically set forth herein, that, under the REMIC Provisions, if taken or not taken,
as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax
upon any Trust REMIC or the Trust (including but not limited to the tax on “prohibited transactions” as




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defined in Section 860F(a)(2) of the Code
and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income
from foreclosure property”) (either such event, an “Adverse REMIC Event”) unless the Certificate Administrator
receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and
the Certificate Administrator determines that taking such action is in the best interest of the Trust and the Certificateholders and the
RR Interest Owners, at the expense of the Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the Trust or any Trust REMIC created hereunder, cause the loss of such status
or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition
of such a tax (not including a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received
an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator
may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At all times as
may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


(g)              
In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of
the Certificates and the RR Interest Owners, except as provided in the last sentence of this Section 10.01(g); provided
that with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account
a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by the Certificate
Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order
to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from the Collection Account sufficient
funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such
authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence
of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate,
into a separate non-interest bearing account, the net income from any “prohibited transaction” under Section 860F(a)
of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d)
of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such
tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service
or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount




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from future amounts otherwise distributable
to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier
Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Non-VRR Realized Losses or VRR Realized
Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest
in the manner specified in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal
Balance Certificates and the VRR Interest in the manner specified in Section 4.01(a), to the extent they are fully reimbursed
for any Non-VRR Realized Losses or VRR Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R Certificates
in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of their
respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.


(h)              
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


(i)                
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party
seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC
Event to occur.


(j)                
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
“qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
in Section 860G(a)(5) of the Code.


(k)              
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
of the Lower-Tier Regular Interests, the Regular Certificates and the VRR REMIC Regular Interests is the Distribution Date in January
2055.


(l)                
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure,
(ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or acquire any
assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account for gain unless
it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect adversely the status of any
Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as
applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or any




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Trust REMIC to be subject to a tax on “prohibited
transactions” pursuant to the REMIC Provisions.


(m)              
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code (or successor
provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any Holder of Class R
Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such elections.


Section 10.02   
Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either
directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this Article X
by virtue of the appointment of any such agents or attorneys.


(b)              
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly or
by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under this
Article X by virtue of the appointment of any such agents or attorneys.


Section 10.03   
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from
the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for tax
purposes as to the valuations and issue prices of the Certificates and the RR Interest, including, without limitation, the price, yield,
Prepayment Assumptions and projected cash flow of the Certificates and the RR Interest.


(b)              
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates, the RR
Interest or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


Section 10.04   
Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate Administrator’s
expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing the
functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator to execute
and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such capacity, with the
obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate Administrator from
any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for all acts and omissions of
the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator




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and must be organized and doing business under
the laws of the United States of America or of any State and be subject to supervision or examination by federal or state authorities.
In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby
agrees to act in such capacity in accordance with the terms hereof. If Computershare Trust Company, National Association is removed as
Certificate Administrator, then Computershare Trust Company, National Association shall be terminated as REMIC Administrator.


(b)              
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate
agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing of any paper
or any further act on the part of the Certificate Administrator or the REMIC Administrator.


(c)              
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail notice
of such appointment to all Certificateholders and the RR Interest Owners; provided, however, that no successor REMIC Administrator
shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance
of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder,
with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any
action taken by it as such at the direction of the Certificate Administrator.


[End of Article X]


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


Section 11.01   
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a Serviced
Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The Depositor shall
not exercise its rights to request delivery of information or other performance under these provisions other than in reasonable good faith,
or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules
and regulations of the Commission thereunder.




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The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff,
and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes
a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations
of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection with
the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32, and any Other Securitization
subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator,
and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes a Serviced Companion
Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other
Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports,
certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable good faith
determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable,
to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable,
and any Servicing Function Participant, or the servicing of the Mortgage Loans (and the related Serviced Companion Loan, if applicable),
reasonably believed by the Depositor or the related Other Depositor to be necessary in order to effect such compliance. Each party to
this Agreement shall have a reasonable period of time to comply with any written request made under this Section 11.01, but
in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other
Depositor to satisfy any related filing requirements. For purposes of this Article XI, to the extent any party has an obligation
to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any
legal action against such third party in connection with such obligation.


Section 11.02   
 Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer and Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2))
as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer and Special Servicer or such
Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and Special
Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer and Special Servicer shall provide to
the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, at least fifteen (15) calendar days prior
to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice
to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor,
all information relating to such successor reasonably requested by the Depositor in order to comply with its reporting obligation under
Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under
the Exchange Act); provided, however that if disclosing such information prior to such effective date




    	 	417	 



    
	 	 



    

would violate any applicable law or confidentiality
agreement, the Master Servicer, the Special Servicer or any Additional Servicer, as the case may be, shall submit such disclosure to the
Depositor no later than the first Business Day after the effective date of such succession or appointment.


(b)              
Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the
Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,
a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder. If
such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the Depositor
or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization
that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage
Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each
Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing
Criteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization by
such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect to any
such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause, and (ii) with
respect to any other Subcontractor with which it has entered into a servicing relationship, cause such Subcontractor used by such Servicer
for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to
any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions of Section 11.10 and
Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer. With respect to any Servicing
Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall be responsible for using commercially
reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related
accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11,
in each case, as and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


(c)              
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such
Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement,
the engagement of such Sub-Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator
of any such Sub-Servicer and




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Sub-Servicing Agreement. Other than with respect
to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall contain
all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event under Item 6.02
of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange
Act).


(d)              
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor,
the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective
date of such succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement,
no later than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator,
in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate Administrator, all information reasonably
necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the event under Item 6.02
of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange
Act).


(e)              
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,
the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer to
comply with its obligations under such Initial Sub-Servicing Agreement.


(f)               
Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of
any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent
the information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame
as set forth in this Section 11.02.


Section 11.03   
Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction
of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)) such Forms
executed by the Depositor.


Each party hereto shall be
entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”, credit
enhancer, derivative provider




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or “significant obligor” as of
the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant
to any separate agreement.


(b)              
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any
Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was
either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the
Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and
a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information
and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to
be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties hereto
will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A
or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that the performance by
the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation and filing of Form 15,
a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent
upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04,
11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.16 of this Agreement. The
Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to
properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s
inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution
or file such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
not resulting from its own negligence, bad faith or willful misconduct.


Section 11.04   
Form 10-D and Form ABS-EE Filings. (a)  Within fifteen (15) days after each Distribution Date (subject
to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D
required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall file each Form 10-D
with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the Distribution Date Statement
that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant
to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator
and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution




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Date, (i) certain parties to this Agreement
identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the
case of any Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise
agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D
Disclosure, if applicable; provided that information relating to any REO Account to be reported under “Item 8: Other Information”
on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related
Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional
Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with
respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure
on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator shall have any duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this
paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor
shall be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any
Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G
filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s assigned “Central Index Key”
for each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer in
the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the
balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time period
specified in Section 11.04 hereof) and the Collection Account as of the related Distribution Date and as of the immediately
preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Non-VRR Gain-on-Sale Reserve Account, the VRR
Interest Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as
of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of the
applicable Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii)
of this paragraph.


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” 
The Depositor shall notify the Certificate Administrator in writing via




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cts.sec.notifications@wellsfargo.com, no later
than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D if the answer
to the questions should be “no.”  The Certificate Administrator shall be entitled to rely on such representations in
preparing, executing and/or filing any such report.


With respect to any Mortgage
Loan that permits Additional Secured Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any
applicable Form 10-D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer
or the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional
Secured Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service
coverage ratio calculated on the basis of the Mortgage Loan and such Additional Secured Debt or mezzanine debt, as applicable, and (C) the
aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Secured Debt or mezzanine debt, as applicable.


The Depositor hereby directs
the Certificate Administrator to include the following individual’s name and phone number on the cover of Forms 10-D and ABS-EE
for each reporting period: Name: Kunal K. Singh, Telephone: (212) 834-5467. The Certificate Administrator may rely without further investigation
that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s
name and phone number in writing.


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the Certificate
Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which such Asset
Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s Website
not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.


To the extent the Certificate
Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate
Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10-D relating to the
reporting period in which such request was received a Special Notice regarding the request to communicate, and such Special Notice is
required to include the following and no more than the following: (a) the name of the Certificateholder or Certificate Owner making
the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or
Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other
Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


(b)              
After preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the
Form 10-D and Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date
or, if the 10th calendar day after the related Distribution Date is not a Business Day, the immediately




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preceding Business Day. Within two (2) Business
Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval
of such Form 10-D and Form ABS-EE, respectively, and, a duly authorized officer of the Depositor shall sign the Form 10-D
and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate Administrator agrees in its sole
discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting the requirements
of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified copies of a resolution of the Depositor’s
board of directors authorizing such power of attorney, each to be filed with each Form 10-D and each Form ABS-EE, as applicable,
in which case the Certificate Administrator shall sign such Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for
the Depositor. As provided in Section 11.04(a), the Certificate Administrator shall file such Form ABS-EE, upon receipt of
the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on
time or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall make available
on its Internet website a final executed copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator. The signing
party at the Depositor for any Form 10-D or Form ABS-EE can be contacted at Ian W. Sterling, Executive Director & Assistant General
Counsel, J.P. Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st Floor, New York, New York 10004-2413, telecopy
number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison
Avenue, 8th Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.04(b) and Section 11.04(c) related to the
timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing all applicable
deadlines in the performance of their duties under this Section 11.04(b) and Section 11.04(c). Neither the Trustee
nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file such Form 10-D or such Form ABS-EE, respectively, where
such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from
any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D or such Form ABS-EE, respectively,
not resulting from its own negligence, bad faith or willful misconduct.


(c)              
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and
the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required
to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus. The Certificate
Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate
Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives any
Schedule AL Additional File with respect to such Form ABS-EE




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pursuant to Section 3.12(d), the
Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator
shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator
shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained
in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator
shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional
File received by the Certificate Administrator) concurrently with the related Form 10-D to the Depositor for review and approval.
Any questions are to be directed to Midland Loan Services, a Division of PNC Bank, National Association at the email address provided
with the submission of such CREFC® Schedule AL File and Schedule AL Additional File (or such other email address or phone
number provided to the Certificate Administrator and Depositor by written notice from the Master Servicer). The Master Servicer shall
reasonably cooperate with the Depositor to answer any reasonable questions that the Depositor may pose to the Master Servicer regarding
the data or information contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding
data that is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A to the Prospectus) as of the time the
Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate
Administrator. The Certificate Administrator, the Master Servicer and the Depositor, as applicable, shall each, to the extent related
to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule
AL File or any Schedule AL Additional File promptly.


Section 11.05   
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it being
understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange
Act (the “10-K Filing Deadline”), commencing in March 2023, the Certificate Administrator shall prepare and file
on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K shall
include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable
time frames set forth in this Agreement:


(i)                 
an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of noncompliance
and the nature and status thereof;


(ii)               
(A) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or the Trustee, as described under Section 11.10;


(B)             
if any such report on assessment of compliance with Servicing Criteria described under Section 11.10 identifies any
material instance of




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noncompliance, disclosure identifying such
instance of noncompliance (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates
issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance), or if such report on assessment of compliance
with Servicing Criteria described under Section 11.10 is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not included;


(iii)              
(A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee, as described
under Section 11.11; and (B) if any registered public accounting firm attestation report described under Section 11.11
identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public
accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included; and


(iv)             
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as a
result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except as described
below, be signed by the senior officer of the Depositor in charge of securitization.


Any disclosure or information in addition to
(i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate
Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder
to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered
to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com and also (ii) by email
to form10K.compliance@cwt.com.


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing in
2022, (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the
form and substance of any Additional Form 10-K Disclosure, if applicable, (ii) the parties listed on Exhibit CC
hereto shall include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto
as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the
inclusion of the Additional Form 10-K Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator
has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC of their duties
under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure




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information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90) days.” 
The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com, no later than March 1st
with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate
Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


(b)              
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures set
forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator shall make available on
its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party at the
Depositor can be contacted at Ian W. Sterling, Executive Director & Assistant General Counsel, J.P. Morgan Chase Commercial Mortgage
Securities Corp., 4 New York Plaza, 21st Floor, New York, New York 10004-2413, telecopy number: (917) 464-6116, with a copy to Kunal Singh,
President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 8th Floor, New York, New York 10179, telecopy
number: (212) 834-6029. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 11.05 related to the timely preparation and filing of Form 10-K is contingent upon the parties
to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties)
observing all applicable deadlines in the performance of their duties under this Section 11.05. Neither the Trustee nor the
Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure
to properly prepare, arrange for execution and/or timely file such Form 10-K, where such failure results from the Certificate
Administrator’s failure to receive, on a timely basis, any information from the parties to this Agreement (or any Servicing Function
Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from
its own negligence, bad faith or willful misconduct.


(c)              
Upon written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to this




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Agreement has changed since the Closing Date
and will provide to such Mortgage Loan Seller, the Master Servicer or the Special Servicer, if known to the Certificate Administrator,
the identity of the new party.


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached
as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust
for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in the case of
the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to
conduct an Asset Review or prepare or deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer
engaged by the Master Servicer or the Special Servicer, as applicable, that is a Servicing Function Participant use commercially reasonable
efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant with
which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has
entered into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide,
to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion
Loan (individually and collectively, the “Certifying Person”), on or before March 1st of each year commencing
in March 2023, a certification substantially in the form attached hereto as Exhibits Z-1, Z-2, Z-3,
Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”), as applicable, on which
the Certifying Person, each entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and
such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”)
can reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a
servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance Certification
provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor,
as applicable, that engaged such Servicing Function Participant shall not exclude information that would have been provided by such Servicing
Function Participant. In addition, in the event that any Serviced Companion Loan is deposited into a commercial mortgage securitization
(including an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information
for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written request, shall
provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance
Certification or a separate certification in form and substance similar to applicable Performance Certification (which shall address the
matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person,
the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates
can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts
to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in




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charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer) to enable the Certification
Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual
report on assessment of compliance with Servicing Criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or
report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to enable such
accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is terminated or
resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the
case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.06
with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement,
as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed
upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06
shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such
Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub-Servicer appointed
pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge and in
accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and
reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer
have been completed except as they have been left blank on their face.


Notwithstanding anything
to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to the reporting
requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall
be obligated to do so.


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8-K
Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K,
as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in connection with the issuance
of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K
(“Form 8-K Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties
set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate
Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information
or any Form 8-K, absent such reporting, direction and approval.


As set forth on Exhibit DD
hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than close of business, New York City
time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on




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Exhibit DD hereto shall be required
to provide to the Depositor and the Certificate Administrator, to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format agreed upon by the Depositor, the Certificate
Administrator and such providing parties any Form 8-K Disclosure Information, if applicable, (ii) the parties listed on
Exhibit DD hereto shall include with such Form 8-K Disclosure Information, an Additional Disclosure Notification
in the form attached hereto as Exhibit EE and (iii) the Depositor will approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit DD
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.
The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information delivered to
the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410)
715-2380, Attn: CTS SEC Notifications.


After preparing the Form 8-K,
the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor for review no later than noon,
New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having received the
Form 8-K Disclosure Information pursuant to the immediately preceding paragraph. Promptly, but no later than the close of business
on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 8-K. No later than noon, New York City time, on the 4th
Business Day after the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic
or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.
If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.03(b). The Certificate Administrator shall file such Form 8-K. Promptly
after filing with the Commission, the Certificate Administrator will, make available on its Internet website a final executed copy of
each Form 8-K filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Ian W. Sterling,
Executive Director & Assistant General Counsel, J.P. Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st Floor,
New York, New York 10004-2413, telecopy number: (917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan
Chase Commercial Mortgage Securities Corp., 383 Madison Avenue, 8th Floor, New York, New York 10179, telecopy number: (212) 834-6029.
The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07
related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in
the performance of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have
any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure
to receive, on a timely basis, any information from the parties to this Agreement needed to prepare,




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arrange for execution or file such Form 8-K,
not resulting from its own negligence, bad faith or willful misconduct.


The Master Servicer, the
Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and the Special Servicer,
as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer engaged by such Master Servicer
or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional Servicer to promptly notify and (ii) with
respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans (other
than a party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but
in no event later than noon, New York City time, on the 2nd Business Day after its occurrence, of any Reportable Event applicable to such
party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format.


Notwithstanding anything
to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the reporting requirements
of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


For so long as the Trust
is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under the related
Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would be required to be reported on
a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate Administrator has filed any
required Form 8-K pursuant to this Section 11.07.


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to the
Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall
prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the
“Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend such reporting
obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement
under Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications
due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year. The Certificate Administrator
shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing
of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to
resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-K, 10-D,
ABS-EE and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07, and all
parties’ obligations under this Article XI shall recommence.


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has
commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee shall not
be required to deliver an assessment of compliance with respect to any period during which there




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was no Relevant Servicing Criteria applicable
to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such party shall (i) with
respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable
efforts to cause such Additional Servicer to and (ii) with respect to each other Additional Servicer that is also a Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer
to), on or before March 1st of each year commencing in March 2023, furnish to the Trustee, the Certificate Administrator (which copy
shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5
Information Provider (who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form
attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably acceptable to the Depositor)
stating that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and
of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing
agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such
officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the
applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects
throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying
each such failure known to such officer and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying
Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer,
cause (or, in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the Master
Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with respect to each other
Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Additional
Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy of each such statement
available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable
Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the
form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s Certificate, the Depositor may review
each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the
Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with
respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations
hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each
Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that serviced a
Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is
required to be delivered. None of the Master Servicer, Special Servicer or




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Additional Servicer shall be required to cause
the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor
(or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed
in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


In the event the Master Servicer,
the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of this Agreement, such
party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer
engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable
efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party
that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement
of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer was subject
to such other servicing agreement.


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st
of each year commencing in March 2023, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not be required to deliver
an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it), the Custodian,
the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such
party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating
Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause
such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which it has
entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to furnish) to the
Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made
available on its Internet website) (and, with respect to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information
Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting Servicer that complies
in all material respects with the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing
Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance
with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess
compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to
Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a
discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has
issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and
for such period. With respect to any Non-Serviced Companion Loan, the Certificate




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Administrator will use its reasonable efforts
to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
in form and substance similar to the form attached hereto as Exhibit II. Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


Each such report shall be
addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the Relevant Servicing Criteria
specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date.
Promptly after receipt of each such report, (i) the Depositor may review each such report and, if applicable, consult with each Reporting
Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it (and each Servicing
Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall
confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit AA
and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year
so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor)
that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for
the preceding calendar year.


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may provide
a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant Servicing
Criteria as set forth on Exhibit AA hereto.


(b)              
The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party
and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator
has entered into a servicing relationship.


(c)              
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer engaged
by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer, and
the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller as to the
name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and each such
notice (except to a Mortgage Loan Seller) shall specify what specific Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a), the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable, shall also at such time include the




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assessment (and related attestation pursuant
to Section 11.11) of each Servicing Function Participant engaged by it.


In the event the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant engaged by
it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged
by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under any applicable servicing
agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with respect to any other Additional Servicer that
resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide) an annual assessment of
compliance pursuant to this Section 11.10, coupled with an attestation as required in Section 11.11 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator was subject to this Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.


(d)              
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within ten (10) days of such request.


Section 11.11   
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year commencing
in March 2023, the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Operating Advisor and the Certificate Administrator,
each at its own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such
Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use
commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing
Function Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee,
the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b))
and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report to the 17g-5
Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters from
the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing
Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation
engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance
with the




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Relevant Servicing Criteria applicable to it
was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public accounting
firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s attestation report
shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act. Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced
Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


Promptly after receipt of
such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian
or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as to the nature of any defaults
by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Certificate Administrator or any
Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case
may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or
under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each
accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting
the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver,
or shall be required to cause the delivery of such reports until April 15th in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal
year.


Section 11.12   
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against
any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its
obligations under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer,
the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator
in the performance of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.




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The Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer
engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and
each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such party to, in each case, indemnify and hold harmless each Certification Party from and against any and all claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred
by such Certification Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or
annual assessment of compliance with the Servicing Criteria or attestation reports pursuant to the applicable sub-servicing or primary
servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any
failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(b),
or (d) delivery of any Deficient Exchange Act Deliverable.


In addition, each of the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator
and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under
the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for the Depositor or such Other Depositor,
as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed
in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


In connection with comments
provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered by the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained in
a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent to
the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor shall promptly provide
to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall
be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s or any Other
Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor
or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with
the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided, however,
that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master
Servicer shall receive copies of all material communications pursuant to this Section 11.12. If such




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election is made, the applicable Affected Reporting
Party shall be responsible for directly negotiating such response and/or resolution with the Commission or its staff in a timely manner;
provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any Other Depositor
informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the
Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s
or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor
or any Other Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives
to respond to and negotiate directly with the Commission or its staff with respect to any comments from the Commission or its staff relating
to such Affected Reporting Party and to notify the Commission or its staff of such authorization. The Depositor (or any Other Depositor)
and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission or
its staff for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses
incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or
any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s
or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its staff related
thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any
Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate
Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to
the Mortgage Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing or
similar agreement.


If the indemnification provided
for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”) shall contribute
to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification
Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to Sections 11.06, 11.09
(if applicable), 11.10, 11.11 (or breach of its obligations under the applicable sub-servicing or primary servicing
agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports) or
the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged
by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional
Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or
Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect to the Mortgage Loans
cause such




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party, in each case, to agree to the foregoing
indemnification and contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier
resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate
Administrator.


Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01
for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed securities
market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary contained in
this Agreement; provided that the reports and certificates required to be prepared pursuant to Sections 3.13, 11.09,
11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect
to any Serviced Companion Loan Securities, without a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Trustee,
as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via
phone or telecopy), notwithstanding the provisions of Section 13.05, to J.P. Morgan Chase Commercial Mortgage Securities Corp.,
383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh, email: US_CMBS_Notice@jpmorgan.com, with a copy to
J.P. Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, Floor 21, New York, NY 10004-2413, Attention: SPG Legal, email:
US_CMBS_Notice@jpmorgan.com.


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall
use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to, upon
written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant to the related
Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari
Passu Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation AB Companion Loan Securitization”)
and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information
about itself that such Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3),




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(c)(4) and (c)(5) of Item 1108 of Regulation
AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably necessary to comply
with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
understands that such information may be included in the offering material related to a Regulation AB Companion Loan Securitization and
agrees to negotiate in good faith an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related
depositor and underwriters involved in the offering of the related Certificates harmless for any costs, liabilities, fees and expenses
incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements
or omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon any such
information provided by the Trustee (where such information pertains to the Trustee individually and not to any specific aspect of the
Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information pertains to the Certificate
Administrator individually and not to any specific aspect of the Certificate Administrator’s duties or obligations under this Agreement),
the Master Servicer (where such information pertains to the Master Servicer individually and not to any specific aspect of the Master
Servicer’s duties or obligations under this Agreement) and the Special Servicer (where such information pertains to the Special
Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable,
to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a) (to the extent the
cost thereof is paid by the related Mortgage Loan Seller). Notwithstanding the foregoing, to the extent that the information provided
by the Trustee, the Certificate Administrator the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering
materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided
by such party with respect to the offering materials related to this transaction, subject to any required changes due to any amendments
to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a).
Any indemnification agreement executed by the Trustee, the Certificate Administrator the Master Servicer or Special Servicer in connection
with the Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed
in connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or
elsewhere in Article XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable
advance notice (and, in any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or
entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and expenses of
counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


(b)              
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once at the
closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate with the depositor,
trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization in preparing
each Form 10-D, Form ABS-EE and Form 10-K




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required to be filed by such Regulation AB
Companion Loan Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation AB
Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor,
trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so
long as such time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization such
information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator
and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and
the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall consult with
the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall consult with any sub-servicer
appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, such Master Servicer and the
Special Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D and Form
ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other
than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance
with the provisions of this Section 11.15(b).


(c)              
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice
may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide
the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization (until January 30 of the
first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization files
a Form 15 Suspension Notification with respect to the related trust) information with respect to any event that is required to be disclosed
under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business Days after the occurrence of such event of which
it has knowledge. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(c) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


(d)              
On or before March 1st of each year commencing in March 2023 during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan




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Securitization is not required to file an annual
report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee, the Master
Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to
cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from
such trustee or certificate administrator (which request or notice may be given once at the closing of such Regulation AB Companion Loan
Securitization instead of each time a filing is required), provide, with respect to itself, to the trustee or certificate administrator,
as applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB,
(i) a report on an assessment of compliance with the Servicing Criteria to the extent required pursuant to Item 1122(a) of Regulation
AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable
servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required
pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as
the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements
contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization, such party shall be
deemed to be in compliance with the provisions of this Section 11.15(d).


(e)              
On or before March 1st of each year commencing in March 2023 during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed),
each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the
Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced
Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver, with respect to itself, to the
trustee or certificate administrator under the such Regulation AB Companion Loan Securitization, upon request or notice from such trustee
(which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing
is required), under such Regulation AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer of
such Person that satisfies the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the
timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect
to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


(f)               
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
parties respective failure described below) and hold the related Mortgage Loan Seller (or




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permitted transferee), depositor, sponsor(s),
trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless for any costs, liabilities,
fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator or master servicer
as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to the extent applicable set
forth under Sections 11.15(b), (c), (d) or (e) above.


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the Master
Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and such Serviced
Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided by the Master Servicer
or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required to provide such information,
reports or certificates to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided
to the Master Servicer or Special Servicer, as applicable, no later than two Business Days prior to the date on which the Master Servicer
or Special Servicer, as applicable, is required to deliver its comparable information, reports, statements or certificates pursuant to
this Section 11.15.


(g)              
With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of
Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that includes such
Serviced Companion Loan, to the extent that the Master Servicer or the Special Servicer is in receipt of the updated financial statements
of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from
the Mortgagor, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial
statements of such “significant obligor” for any calendar year from the related Mortgagor, beginning for the calendar year
following such notice from the Other Depositor, as applicable, the Master Servicer or the Special Servicer shall deliver to the Other
Depositor, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline
or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial
statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen
(17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for the applicable
period as calculated by the Master Servicer or the Special Servicer, as applicable, in accordance with CREFC® guidelines
and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI
Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, such financial statements of the “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as reported by the related Mortgagor in such financial statements.


If the Master Servicer or
Special Servicer, as applicable, does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1)
of




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Form 10-K, as the case may be, of such “significant
obligor” within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage
Loan documents, the Master Servicer or Special Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization
that includes the related Companion Loan (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer
to notify such Other Depositor) that it has not received such financial information.  The Master Servicer or Special Servicer, as
applicable, shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations
of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the related
Mortgage Loan documents.


The Master Servicer or Special
Servicer, as applicable, shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from
the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain
written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required
financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable,
is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this
information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate
should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing
Agreement.


Section 11.16   
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related to the
Trust.


Section 11.17   
Impact of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the grace period
applicable to such party’s obligations under Article XI as provided for in such clause (iii) nor shall any
such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article XI;
provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration
of any applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor the Special
Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the
expiration of the grace period applicable to such party’s obligations under this Article XI as provided for in such
clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item
required under this Article XI by the time required hereunder with respect to any reporting period for which the Trust (or
any trust in a related Other Securitization) is not required to file Exchange Act reports.




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[End of Article XI]


Article XII



THE ASSET REPRESENTATIONS REVIEWER


Section 12.01   
Asset Review. (a)  On or prior to each Distribution Date, based on either the CREFC® Delinquent
Loan Status Report or the CREFC® Loan Periodic Update File, the Certificate Administrator shall determine if an Asset Review
Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide
notice to all Certificateholders, the RR Interest Owners and each other party to this Agreement. Any notice required to be delivered to
the Certificateholders and the RR Interest Owners pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’ addresses
appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case
of Book-Entry Certificates and by mailing such notice to the RR Interest Owner’s address. The Certificate Administrator shall include
in the Form 10-D relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events
that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below
are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred”. On each
Distribution Date occurring after providing such notice to Certificateholders and the RR Interest Owners, the Certificate Administrator,
based on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become a
Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased
to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3),
deliver written notice of such information (which may be via email) substantially in the form attached hereto as Exhibit SS
within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


If Certificateholders evidencing
not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within ninety (90) days
after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence
an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt of the Asset Review Vote
Election, the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders and the RR Interest Owners,
the Asset Representations Reviewer and conduct a solicitation of votes in accordance with Section 5.10 to authorize an Asset
Review. Upon the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least a majority of an Asset Review
Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate
Administrator shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers,
the Directing Certificateholder, the Risk Retention Consultation Parties, the RR Interest Owners and the Certificateholders (the “Asset
Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure
Data Room by providing the Certificate




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Administrator with a certification substantially
in the form attached hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted
electronically via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall
promptly grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not
occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or
cast a vote for an Asset Review and the Asset Representations Reviewer shall not be required to review any Delinquent Loan unless and
until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an Asset
Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has received any Asset Review
Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an
Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in
this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make
any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses
incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the
Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an
agent.


(b)              
(i)  Upon receipt of an Asset Review Notice, the Custodian (with respect to the following clauses (1) - (5)
for all Mortgage Loans), the Master Servicer (with respect to the following clauses (6) and (7) for Non-Specially Serviced
Loans) and the Special Servicer (with respect to the following clauses (6) and (7) for Specially Serviced Loans), in each
case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days (except with respect
to the following clause (7)) after receipt of such notice from the Certificate Administrator, provide or make available, the
following materials (in secure electronic format) to the Asset Representations Reviewer (collectively, with the Diligence Files, a copy
of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject
to an Asset Review;


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee,
with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


(3)       
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already
covered pursuant to items (1) or (2) above;


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;




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(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each
Delinquent Loan that is subject to an Asset Review;


(6)       a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged Defect or Breach
with respect to any Delinquent Loan; and


(7)       any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer or
the Special Servicer, as applicable, in the time frames and as otherwise described below.


(ii)                
In the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that the Review
Materials provided to it with respect to any Mortgage Loan are missing any document delivered in connection with the origination of the
related Mortgage Loan that are necessary to review and assess one or more documents comprising the Diligence File in connection with its
completion of any Test, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business Days after receipt
of the Review Materials, identified in clauses (1) through (6) above, notify the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and the Master Servicer
or the Special Servicer, as applicable, shall promptly, but in no event later than ten (10) Business Days after receipt of such notification
from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents to the extent in its possession;
provided that any such notification and/or request shall be in writing, specifically identifying the documents being requested
and sent to the notice address for the related party set forth in Section 13.05 of this Agreement. In the event any missing
documents are not provided by the Master Servicer or Special Servicer, as applicable, within such 10-Business Day period, the Asset Representations
Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the Special Servicer or the Master Servicer,
as applicable, shall, and the Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to, deliver such
additional documents only to the extent such documents are in the possession of such party.


(iii)             
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently
verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the Asset Representations
Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited Information”)
conducted pursuant to this Section 12.01 hereof.


(iv)             
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the Secure
Data Room with respect to a




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Delinquent Loan, the Asset Representations
Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent Loan with the representations and
warranties related to that Delinquent Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall
perform an Asset Review with respect to each representation and warranty made by the related Mortgage Loan Seller with respect to such
Delinquent Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit QQ-A, Exhibit QQ-B,
Exhibit QQ-C or Exhibit QQ-D hereto, as applicable (such procedure, a “Test”); provided, however,
the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in
Exhibit QQ-A, Exhibit QQ-B, Exhibit QQ-C or Exhibit QQ-D if, and only to the extent, the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials
in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed,
no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may
continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative
Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


(v)              
The Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or
(y) if applicable, Unsolicited Information.


(vi)             
The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (x) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (y) conclusively
rely on such Review Materials.


(vii)          
The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty (40) Business
Days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator;
provided that the Asset Representations Reviewer shall not be required to prepare a preliminary report in the event the Asset Representations
Reviewer determines that there is no Test failure with respect to the related Delinquent Loan. In the event that the Asset Representations
Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the
Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to Specially Serviced Loans) to the extent in its possession or by the related Mortgage Loan Seller within ten (10) Business Days following
the request by the Asset Representations Reviewer as described in Section 12.01(b)(ii), the Asset Representations Reviewer
shall list such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests and
the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that
the absence of such documents shall be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary
report to the




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Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, and the related Mortgage Loan Seller.
The Special Servicer, if applicable, may review such preliminary report and determine whether any information contained in such preliminary
report shall be labeled as “Privileged Information” and thus be excluded from the Asset Review Report and Asset Review Report
Summary, subject to Section 12.01(c). If the preliminary report indicates that any of the representations and warranties fails
or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”)
to remedy or otherwise refute the failure. Any documents provided or explanations given to support the Mortgage Loan Seller’s claim
that the representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete
a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer.


(viii)          
The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the Cure/Contest
Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report setting forth
the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a
failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s findings and conclusions
set forth in such report were not influenced by any third party (an “Asset Review Report”) to each party to this Agreement
and the related Mortgage Loan Seller for each Delinquent Loan and (ii) a summary of the Asset Representations Reviewer’s conclusions
included in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee, the Master Servicer and the
Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered may be extended by up to
an additional thirty (30) days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset
Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics
of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event may the Asset Representations Reviewer determine
whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the applicable
Mortgage Loan Seller, which, in each case, shall be a responsibility of the Special Servicer or Master Servicer, as applicable, pursuant
to Section 2.03(f) of this Agreement.


(ix)            
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the
Master Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations
Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review
Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and
the Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation from any party to this
Agreement.




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(x)              
 Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (with
respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine whether at
that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the Master Servicer
or the Special Servicer, as applicable, determines that a Material Defect exists, the Master Servicer or Special Servicer, as applicable,
shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


(xi)               
With respect to any Delinquent Loan, that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations Reviewer
will request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being serviced by a
Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is being serviced by a
Non-Serviced Special Servicer).


(c)              
The Asset Representations Reviewer shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders or the RR Interest Owners), other than
(1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party
to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special
Servicer other than pursuant to a Privileged Information Exception. In addition, the Asset Representations Reviewer shall keep all documents
and information received by the Asset Representations Reviewer in connection with an Asset Review that are provided by the applicable
Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose such documents or information except
(i) for purposes of complying with its duties and obligations under this Agreement, (ii) if such documents or information become generally
available and known to the public other than as a result of a disclosure directly or indirectly by the Asset Representations Reviewer,
(iii) if it is reasonable and necessary for the Asset Representations Reviewer to disclose such documents or information in working with
legal counsel, auditors, taxing authorities or other governmental agencies, (iv) if such documents or information was already known to
the Asset Representations Reviewer and not otherwise subject to a confidentiality obligation and/or (v) if the Asset Representations Reviewer
is required by law, rule, regulation, order, judgment or decree to disclose such document or information.


In addition, with respect
to any Delinquent Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations Reviewer
to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations Reviewer shall
request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced
Master




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Servicer) or the related Non-Serviced Special
Servicer (if such Non-Serviced Mortgage Loan is being serviced by a Non-Serviced Special Servicer).


(d)              
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent
or subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (2) have been paid any fees,
compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services
with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer
shall remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement
without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or
by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions
as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations Reviewer
shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset Representations
Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


Section 12.02   
Payment of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability. (a)  As compensation
for the performance of its routine duties, the Asset Representations Reviewer shall be paid a $5,000 setup fee and shall be paid a fee
(the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans
and shall be equal to the product of a rate equal to 0.00025% per annum (the “Asset Representations Reviewer Fee Rate”)
and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including each Non-Serviced Mortgage Loan, but not any Companion
Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


(b)              
Upon the completion of any Asset Review with respect to a Delinquent Loan, the Asset Representations Reviewer shall be entitled
to a fee that is a reasonable and customary hourly fee charged by the Asset Representations Reviewer for similar consulting assignments
at the time of such review and any related costs and expenses; provided that the total payment to the Asset Representations Reviewer
shall not be greater than the Asset Representations Reviewer Cap (the “Asset Representations Reviewer Asset Review Fee”).
With respect to an individual Asset Review Trigger, the “Asset Representations Reviewer Cap” shall equal the sum of:
(i) $17,500 multiplied by the number of the Mortgage Loans that are Delinquent Loans and subject to an Asset Review (the “Subject
Loans”), plus (ii) $1,500 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per Subject
Loan, plus (iii) $2,000 per Mortgaged Property relating to a Subject Loan subject to a ground lease, plus (iv) $1,000 per Mortgaged Property
relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement, subject, in the




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case of each of clauses (i) through (iv), to
annual adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers or, if the Consumer Price Index for All Urban
Consumers is no longer calculated, another similar index for the year of the Closing Date and for the year in which the related Asset
Review Notice is given.


(c)              
The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan (or, in the case of a Joint Mortgage Loan,
the applicable Mortgage Loan Seller Percentage Interest thereof) shall be paid by the related Mortgage Loan Seller; provided that
if the total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses basis would exceed the Asset Representations
Reviewer Cap, each Mortgage Loan Seller’s required payment shall be reduced pro rata according to its proportion of the total
charges until the aggregate amount owed by all Mortgage Loan Sellers is equal to the Asset Representations Reviewer Cap; provided,
however, that if the related Mortgage Loan Seller is insolvent, such fee shall become an expense of the Trust following delivery
by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable,
of such insolvency to pay such amount; provided, further, however, that notwithstanding any payment of such fee by
the Trust to the Asset Representations Reviewer, such fee shall remain an obligation of the related Mortgage Loan Seller and the Master
Servicer or the Special Servicer, as applicable, shall be required, to the extent consistent with the Servicing Standard, to pursue remedies
against such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts from such Mortgage
Loan Seller or its insolvency estate.


(d)              
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included
in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage Loan Seller
to the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the Purchase Price received shall
be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(c).


(e)              
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


(f)               
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee accepting
such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under the laws of the United
States of America, any state of the United States of America or the District of Columbia, authorized under such laws to perform the duties
of the asset representations reviewer resulting from a merger, consolidation or succession that is permitted under this Agreement, (B)
executes and delivers to the Trustee and the Certificate Administrator an agreement that contains an assumption by such person of the
due and punctual performance and observance of each covenant and condition to be performed or observed by the asset representations reviewer
under this Agreement from and after the date of such agreement and (C) is not a Prohibited Party under this Agreement; (ii) the Asset
Representations Reviewer shall not be released from its obligations under this Agreement that arose prior to the effective date of such
assignment and delegation; (iii) the rate at which each of the Asset Representations




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Reviewer Fee and the Asset Representations
Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the rate then in effect and (iv) the resigning Asset
Representations Reviewer shall be responsible for the reasonable costs and expenses of each other party to this Agreement and the Rating
Agencies in connection with such transfer. Upon acceptance of such assignment and delegation, the purchaser or transferee shall provide
notice to each party to this Agreement and then will be the successor asset representations reviewer hereunder.


Section 12.03   
Resignation of the Asset Representations Reviewer.(a) The Asset Representations Reviewer may at any time resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. In addition,
the Asset Representations Reviewer shall at all times be, and shall resign if it fails to be an Eligible Asset Representations Reviewer
by giving written notice to the other parties to this Agreement. Upon such notice of resignation, the Depositor shall promptly appoint
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation of the asset representations
reviewer will be effective until a successor asset representations reviewer that is an Eligible Asset Representations Reviewer has been
appointed and accepted the appointment. If no successor asset representations reviewer shall have been so appointed and have accepted
appointment within thirty (30) days after the giving of such notice of resignation, the resigning Asset Representations Reviewer
may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. The Asset Representations Reviewer will bear all costs and expenses of each other party hereto and each
Rating Agency in connection with its resignation.


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates or the RR Interest; provided, however, that such prohibition shall
not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies and procedures
that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel
involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to
information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s
information regarding its investment activities.


Section 12.05   
Termination of the Asset Representations Reviewer. (a)  An “Asset Representations Reviewer Termination
Event” means any one of the following events whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:


(i)                  
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period
of thirty (30) days after the date on which written notice of such




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failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by
the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all the then outstanding Certificates;


(ii)              
any failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material respect
which failure shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure,
requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


(iii)           
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied,
is given to the Asset Representations Reviewer by any party to this Agreement;


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


(v)                
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation committee
in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating
to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


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


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders and the RR Interest Owners (which shall be simultaneously delivered to
the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless
the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied.
If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders
of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction
Amounts), the Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other




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than rights and obligations accrued prior to
such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset
Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in
connection with its termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary,
the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and
the Trustee of any Asset Representations Reviewer Termination Event of which it becomes aware.


(b)              
Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard
to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in
connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations
Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders and the RR Interest Owners in accordance
with the notice distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Principal
Balance Certificates and Class RR Certificates evidencing at least 75% of a Certificateholder Quorum (without regard to the application
of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and other than
indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer
and appoint the proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Holders of Principal Balance
Certificates and the Class RR Certificates, on the other, the Holders of Principal Balance Certificates and the Class RR Certificates
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.


(c)              
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty (30) days
after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers
such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an Asset Representations
Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Directing Certificateholder
and each Certificateholder within one Business Day of such appointment.




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The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be an Eligible
Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such disqualification and immediately
resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject
to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find a successor
asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall
be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor asset representations
reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer
and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations
hereunder.


(d)              
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
(who shall, as soon as possible, give written notice thereof to the Certificateholders and the RR Interest Owners), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing
Certificateholder and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations
under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events
occurring prior to such termination).


[End of Article XII]


Article XIII



MISCELLANEOUS PROVISIONS


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent of
any of the Certificateholders, the RR Interest Owners or the Companion Holders:


(i)               
to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


(ii)              
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the RR Interest, the Trust or
this Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein
or to correct any error;




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(iii)            
 to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date
and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest
Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


(iv)             
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate
is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided
that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such
amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize
the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests
of any Certificateholder, Companion Holder or RR Interest Owner;


(v)              
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders or the RR Interest Owners (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


(vi)            
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder, any RR Interest Owner
or any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of Counsel,
at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25);


(vii)            
to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class
of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any securities related to a Companion Loan, if any (provided that such rating agency




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confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
or any RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


(viii)       
to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control
Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded Loan, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard,
(b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust
under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered
a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25);


(ix)               
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and any RR Interest Owner,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant
to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


(x)                
to modify, eliminate or add to any provisions of this Agreement (i) to such extent as would be necessary to comply with the requirements
of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention Rule or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion
of Counsel; or


(xi)             
to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


Notwithstanding the foregoing, no such amendment
(A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any




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Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan
without such Companion Holder’s consent or (C) may materially and adversely affect any RR Interest Owner without such RR Interest
Owner’s consent.


(b)              
This Agreement may also be amended from time to time by the parties hereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less than a
majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class or the RR Interest Owners; provided, however, that no such amendment shall:


(i)                  
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR Interest
Owner or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


(ii)                
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then-outstanding or such Companion Holders, as applicable; or


(iii)              
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


(iv)             
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


(v)                
amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


(c)              
Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master




    	 	458	 



    
	 	 



    

Servicer nor the Special Servicer will be required
to consent to any amendment hereto without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that
such amendment is permitted hereunder, that all conditions precedent have been satisfied and that such amendment or the exercise of any
power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer or any other specified Person in accordance with such amendment will not result in the imposition of
a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor
Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may
be made that changes any provisions specifically required to be included in this Agreement by any Designated Intercreditor Agreement without
the consent of the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owner without such RR
Interest Owner’s consent.


(d)              
Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to
the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy
of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and, thereafter, the Certificate Administrator shall furnish a written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Underwriters
and the Rating Agencies.


(e)              
It shall not be necessary for the consent of Certificateholders or the RR Interest Owners under this Section 13.01
to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders or the RR Interest
Owners shall be subject to such reasonable regulations as the Certificate Administrator may prescribe.


(f)               
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


(g)              
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and
the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master
Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders and the RR Interest Owners, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Account.


(h)              
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to
any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any




    	 	459	 



    
	 	 



    

Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25).


(i)                
To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Asset Representations Reviewer or the Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection
with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into
such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


(j)                
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01,
Certificates or the RR Interest registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same
Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so long as neither the
Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


(k)              
This Agreement may not be amended without the consent of the AB Whole Loan Controlling Holder if such amendment would materially
and adversely affect the related Mortgage Loan or the rights of such Companion Holder hereunder.


(l)                
In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or, if the Master
Servicer or Special Servicer is requesting such amendment in connection with the fulfillment of its duties under this Agreement, at the
expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating to the applicable Repurchased
Note for purposes of the servicing and administration of such Repurchased Note provided that the amendment shall not adversely affect
in any material respect the interests of the Certificateholders, as evidenced by a Rating Agency Confirmation from each Rating Agency
(obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to such amendment (or, if no such Rating Agency Confirmation
is actually received, by an Opinion of Counsel to such effect). Prior to the effectiveness of such amendment, if one but not all of the
Mortgage Notes with respect to a Joint Mortgage Loan is repurchased, the terms of Section 3.33 shall govern the servicing
and administration of such Joint Mortgage Loan.


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which
any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by the Special Servicer
and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel
(the cost of which shall be paid by the Depositor) to the effect that such recordation materially and beneficially affects the interests
of the Certificateholders and the RR Interest Owners.




    	 	460	 



    
	 	 



    

(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.


(c)              
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of the
fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


Section 13.03   
Limitation on Rights of Certificateholders and the RR Interest Owners. (a)  The death or incapacity of any Certificateholder
or any RR Interest Owner shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s or such
RR Interest Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a
partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.


(b)              
No Certificateholder or RR Interest Owner shall have any right to vote (except as expressly provided for herein) or in any manner
otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders or the RR Interest Owners from
time to time as partners or members of an association; nor shall any Certificateholder or any RR Interest Owner be under any liability
to any third party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.


(c)              
Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under
Section 2.03(k)(i), no Certificateholder or RR Interest Owner shall have any right by virtue of any provision of this Agreement
to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement,
any Mortgage Loan, the RR Interest or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or
under or with respect to this Agreement, such Holder or such RR Interest Owner previously shall have given to the Trustee and the Certificate
Administrator a written notice of default, and of the




    	 	461	 



    
	 	 



    

continuance thereof, as herein before provided,
or of the need to institute such suit, action or proceeding on behalf of the Trust and unless also (except in the case of a default by
the Trustee) the RR Interest Owners and the Holders of Certificates of any Class evidencing not less than 50% of the related Percentage
Interests in such Class shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name
as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory to it as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt of such notice,
request and offer of such indemnity, shall have neglected or refused to institute any such action, suit or proceeding. The Trustee shall
be under no obligation to exercise any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the Holders of Certificates or the RR Interest Owners unless
such Holders or the RR Interest Owners, as applicable, have offered to the Trustee indemnity reasonably satisfactory to it against the
costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right
in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or prejudice the rights of
the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which
priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement or the Certificates, except
in the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled
to such relief as can be given either at law or in equity.


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE
RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES,
TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES
THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION
BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND




    	 	462	 



    
	 	 



    

(IV) CONSENTS TO SERVICE OF PROCESS UPON
IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


THE PARTIES HERETO HEREBY
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 13.05   
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Depositor or Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices
to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


In the case of the Depositor:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice@jpmorgan.com


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

4 New York Plaza, Floor 21

New York, New York 10004-2413

Attention: SPG Legal

E-mail: US_CMBS_Notice@jpmorgan.com


In the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National Association,

10851 Mastin Street

Building 82, Suite 300


Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565


Email: NoticeAdmin@midlandls.com




    	 	463	 



    
	 	 



    

with a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150



Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


In the case of the Special Servicer:


 


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, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


In the case of the Directing Certificateholder:



ECMBS LLC

53 Forest Avenue, 3rd Floor

Old Greenwich, Connecticut 06870

Attention: Leo Huang

E-mail: lhuang@ellington.com


 


with a copy to:



DCHconsents@ellington.com




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In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington Delaware 19890

Attention: CMBS Trustee



with a copy to:



Telecopy number: (302) 636-4140

Email: CMBSTrustee@wilmingtontrust.com


In the case of the Certificate Administrator:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2022-B32 Mortgage Trust



with a copy to:



Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


In the case of the surrender, transfer
or exchange for Certificates other than the Retained Certificates during the applicable Transfer Restriction Period, to the Certificate
Registrar:



Computershare Trust Company, National Association

Certificate Registrar

600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Certificate Transfer Services (CMBS): Benchmark 2022-B32


In the case of a release, transfer or
surrender of the Retained Certificates to the Certificate Administrator:



Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2022-B32




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with a copy to:



riskretentioncustody@wellsfargo.com


In the case of the Custodian:



Computershare Trust Company, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attn: Document Custody Group: Benchmark 2022-B32



with a copy to:



Email: cmbscustody@wellsfargo.com


In the case of the Operating Advisor
and the Asset Representations Reviewer:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2022-B32—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2022-B32 in the subject line)


In the case of the Mortgage Loan Sellers
or an initial Risk Retention Consultation Party (in the case of JPMCB and CREFI):


		(i)	JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice@jpmorgan.com





    	 	466	 



    
	 	 



    

with a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, Floor 21

New York, New York 10004-2413

Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com


		(ii)	German American Capital Corporation

1 Columbus Circle

New York, New York 10019

Attention: Helaine Kaplan



with a copy via email to:



cmbs.requests@db.com



with a copy to:



German American Capital Corporation

1 Columbus Circle


New York, New York 10019

Attention: General Counsel

Facsimile No.: (646) 736-5721


		(iii)	Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile No.: (646) 328-2943



with a copy to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Facsimile No.: (347) 394-0898


with a copy to:



Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Facsimile No.: (646) 862-8988




    	 	467	 



    
	 	 



    

with copies by electronic mail to:



Richard Simpson at Richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case of each 15Ga-1 Notice,
cmbs.notice@citi.com


		(iv)	Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Leah Nivison

email: leah.nivison@gs.com

email: gs-refgsecuritization@gs.com



with copies by electronic mail to:



Joe Osborne at joe.osborne@gs.com and gs-refglegal@gs.com



In the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


To each such Person, such other address as
may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered to
a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as
shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the Certificateholder receives such notice.


(b)              
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed
below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies to the
extent such party has or can obtain such information without unreasonable effort or expense; provided, however, that such
other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 3.13(c);
provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency has requested such information.
Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the
case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.




    	 	468	 



    
	 	 



    

Any notices to the Rating Agencies shall
be sent to the following addresses:



Kroll Bond Rating Agency, LLC

805 Third Avenue, 29th Floor

New York, New York 10022

Email: cmbssurveillance@kbra.com


Fitch Ratings, Inc.

300 West 57th Street

New York, New York 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


Moody’s Investors Service, Inc.

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

E mail: CMBSSurveillance@moodys.com


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof or the RR Interest Owners.


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in, to and under the Conveyed Property pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If
such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the
parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in
the Depositor’s entire right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising,
the Conveyed Property and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable law.
The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing Statements in all appropriate locations promptly
following the initial issuance of the Certificates to reflect the assignments made by the Mortgage Loan Sellers to the Depositor (and
the Trustee) and by the Depositor to the Trustee (copies of which shall be delivered no later than ten (10) days following the Closing
Date), and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable) but in no event at the expense
of the Trust, prepare and file continuation statements with respect thereto, in each case in the six-month period prior to every fifth
anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner with the Certificate
Administrator in the preparation and filing of such continuation




    	 	469	 



    
	 	 



    

statements. This Section 13.07
shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


Section 13.08   
Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit
of the Certificateholders and the RR Interest Owners, subject to Section 13.03. Each Mortgage Loan Seller (and its respective
agents), each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization
and the Initial Purchasers is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it
hereunder. No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy
or claim under this Agreement. If one, but not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable
Repurchasing Mortgage Loan Seller shall be a third-party beneficiary of this Agreement to the same extent as if it were a holder of a
Serviced Pari Passu Companion Loan, as contemplated by Section 3.33 hereof.


(b)              
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions herein
expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any provisions regarding
reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


(c)              
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced
Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights
as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


(d)         
Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall not
limit or otherwise affect the meaning hereof.


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced
Whole Loan) with respect to each of the following of which it has actual knowledge:


(i)                  
any material change or amendment to this Agreement;


(ii)                
the occurrence of a Servicer Termination Event that has not been cured;




    	 	470	 



    
	 	 



    

(iii)             
 the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the
Special Servicer; and


(iv)             
the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement.


(b)            
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which
it has actual knowledge:


(i)                  
the resignation or removal of the Trustee or the Certificate Administrator;


(ii)                
any change in the location of the Collection Account;


(iii)            
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


(iv)           
any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


(v)              
any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any
Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5% of the
then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


(vi)             
any material damage to any Mortgaged Property;


(vii)           
any assumption with respect to a Mortgage Loan; and


(viii)          
any release or substitution of any Mortgaged Property.


(c)              
The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


(d)              
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced
Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating Agency shall
reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably provide
in accordance with applicable law and without waiving any attorney-client privilege relating to such information or violating the
terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master Servicer and Special Servicer,
as applicable, may include any reasonable disclaimer it deems appropriate




    	 	471	 



    
	 	 



    

with respect to such information. Notwithstanding
anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide duplicative notices or copies
to the Rating Agencies with respect to any of the above listed items. In connection with the delivery by the Master Servicer or Special
Servicer to the 17g-5 Information Provider of any information, report, notice or document for posting to the 17g-5 Information Provider’s
Website, the 17g-5 Information Provider shall notify the Master Servicer or Special Servicer when such information, report, notice or
document has been posted. The Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information,
report, notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously
provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


Section 13.11   
PNC Bank, National Association.Section 13.12 PNC Bank, National Association, by execution hereof by its division, Midland
Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable
against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a
Division of PNC Bank, National Association.


[End of Article XIII]


[SIGNATURES COMMENCE ON FOLLOWING PAGE]




    	 	472	 



    
	 	 



    

IN WITNESS WHEREOF, the parties
hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case as of the day
and year first above written.





	 	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
	 	 	 
	 	 	 
	 	 	 
	 	By:	 /s/ Harris Rendelstein
	 	 	Name: Harris Rendelstein
 Title: Vice President
	 	 	 
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,
 as Master Servicer
	 	 	 
	 	 	 
	 	 	 
	 	By:	 /s/ David A. Eckels
	 	 	Name: David A. Eckels
 Title:Senior Vice President
	 	 	 
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,
 Special Servicer
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Mike Jenkins
	 	 	Name: Mike Jenkins
 Title: Vice President
	 	 	 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, National Association
 not in its individual
  capacity, but solely as Certificate Administrator
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross
 Title: Vice President





BMARK 2022-B32: POOLING AND SERVICING AGREEMENT



    	 	 	 



     


    




	 	WILMINGTON TRUST, National Association,
 not in its individual capacity, but solely as Trustee
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Clarice Wright
	 	 	Name:  Clarice Wright
 Title: Vice President
	 	 	 
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
 Operating Advisor
	 	 	 
	 	 	 
	 	 	 
	 	By:	 /s/ James Callahan
	 	 	Name:  James Callahan
 Title: Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC
	 	 	 
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
 Asset Representations Reviewer
	 	 	 
	 	 	 
	 	By:	 /s/ James Callahan
	 	 	Name:  James Callahan
 Title: Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC



 


 


BMARK 2022-B32: POOLING AND SERVICING AGREEMENT






    	 	 



    	 	 



    



 


 


EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


CLASS
A-1


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS A-1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 




    A-1-1


     


    

 


 AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-1-2


     


    

 





	PASS-THROUGH
                                         RATE: 1.8078%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1 CERTIFICATES AS OF THE CLOSING DATE: $6,410,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: Pentalpha Surveillance LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: Pentalpha Surveillance LLC

         

        CUSIP
        NO.: 08163NBE4

         

        ISIN
        NO.: US08163NBE40

         

        COMMON
        CODE NO.: []

         

        CERTIFICATE
NO.: A-1-[1]






 






    A-1-3


     


    

 


CLASS A-1
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-1-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 



    A-1-5


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-1-6


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 



    A-1-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 



    A-1-8


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-1-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


  


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	AUTHORIZED SIGNATORY


 



    A-1-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-1-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-1-12


     


    

  


EXHIBIT
A-2


 


FORM
OF CLASS A-2 CERTIFICATE


 


CLASS
A-2


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS A-2


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 




    A-2-1


     


    

 


 AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-2-2


     


    

 





	PASS-THROUGH
                                         RATE: 3.0725%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2 CERTIFICATES AS OF THE CLOSING DATE: $162,053,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: Pentalpha Surveillance LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: Pentalpha Surveillance LLC

         

        CUSIP
        NO.: 08163NBF1

         

        ISIN
        NO.: US08163NBF15

         

        COMMON
        CODE NO.: []

         

        CERTIFICATE
NO.: A-2-[1]






 






    A-2-3


     


    

 


CLASS A-2
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-2-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 



    A-2-5


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-2-6


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 



    A-2-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 



    A-2-8


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-2-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-2-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-2-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-2-12


     


    

  


EXHIBIT
A-3


 


FORM
OF CLASS A-2A1 CERTIFICATE


 


CLASS
A-2A1


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS A-2A1


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE


 





 



 


		1	Temporary
Regulation S Book-Entry Certificate legend.



 


		2	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		3	Book-Entry
Certificate legend.



 




    A-3-1


     


    

 


 NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-3-2


     


    

 





	PASS-THROUGH
                                         RATE: 3.0725%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2A1 CERTIFICATES AS OF THE CLOSING DATE: $265,000,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        [CUSIP
        NO.: 08163NAA3

        ISIN NO.: US08163NAA37]4

        

        [CUSIP NO.: U0811NAA3

        ISIN NO.: USU0811NAA38]5

         

        [CUSIP
        NO.: 08163NAB1

        ISIN NO.: US08163NAB10]6

         

        CERTIFICATE
NO.: A-2A1-[1]






 





 



 


		4	For
Certificate sold in reliance on Rule 144A only.



 


		5	For
Regulation S Global Certificate only.



 


		6	For
IAI Definitive Certificate only.



 







    A-3-3


     


    

 


CLASS A-2A1
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT [_____] is the registered owner of the interest evidenced by this Certificate in the Class A-2A1 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-2A1 Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-3-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-2A1 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 



    A-3-5


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-2A1 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-3-6


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 



    A-3-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 



    A-3-8


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-3-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-2A1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-3-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-3-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-3-12


     


    

  


EXHIBIT
A-4


 


FORM
OF CLASS A-3 CERTIFICATE


 


CLASS
A-3


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS A-3


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 


		1	Legend
required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
Certificate legend.



 




    A-4-1


     


    

 


 AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-4-2


     


    

	PASS-THROUGH
                                         RATE: 3.0416%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-3 CERTIFICATES AS OF THE CLOSING DATE: $253,574,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE
        LLC

         

        CUSIP
        NO.: 08163NBG9

         

        ISIN
        NO.: US08163NBG97

         

        COMMON
        CODE NO.: []

         

        CERTIFICATE
NO.: A-3-[1]





    A-4-3


     


    

 


CLASS A-3
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-4-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 



    A-4-5


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-4-6


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 



    A-4-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 



    A-4-8


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-4-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-4-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-4-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-4-12


     


    

 


EXHIBIT
A-5


 


FORM OF CLASS A-4 CERTIFICATE


 


CLASS A-4


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 






    A-5-1 


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-5-2 


     


    


	
        PASS-THROUGH RATE: 2.7421%

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 16, 2022

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-4 CERTIFICATES AS OF THE CLOSING DATE: $92,000,000

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: KeyBank
        National Association

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08163NBH7

         

        ISIN NO.: US08163NBH70

         

        COMMON CODE NO.: []

         

        CERTIFICATE NO.: A-4-[1]

         

	 	 




    A-5-3 


     


    


 


CLASS A-4
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Interest Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-4 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-4 Certificates. The Certificates are designated as the Benchmark
2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the
beneficial ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-5-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders and the RR Interest
Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates and the RR Interest
Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and
Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders or the RR Interest Owners,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-5-5 


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-4 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or any RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion
Holder;


 






    A-5-6 


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest Owner
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-5-7 


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially
and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or the RR Interest Owners; provided, however, that no such amendment
shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate
or the RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-5-8 


     


    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s)
or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest Owner’s consent.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the
purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective
Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool
of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date).


 


Following the date on
which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and
Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including, without
limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms
of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-5-9 


     


    



 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-5-10 


     


    









 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-5-11 


     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-5-12 


     


    



 


EXHIBIT
A-6


 


FORM OF CLASS A-5 CERTIFICATE


 


CLASS A-5


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS A-5


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 




 


 






    A-6-1 


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-6-2 


     


    

	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 16, 2022

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE
        CLASS A-5 CERTIFICATES AS OF THE CLOSING DATE: $383,182,000

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: KeyBank
        National Association

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08163NBJ3

         

        ISIN NO.: US08163NBJ37

         

        COMMON CODE NO.: []

         

        CERTIFICATE NO.: A-5-[1]

         

	 	 




    A-6-3 


     


    


 


CLASS A-5
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Interest Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-5 Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-5 Certificates. The Certificates are designated as the Benchmark
2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the
beneficial ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-6-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-5 Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders and the RR Interest
Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates and the RR Interest
Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and
Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders or the RR Interest Owners,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-6-5 


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-5 Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or any RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion
Holder;


 






    A-6-6 


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest Owner
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-6-7 


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially
and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or the RR Interest Owners; provided, however, that no such amendment
shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate
or the RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-6-8 


     


    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s)
or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest Owner’s consent.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the
purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective
Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool
of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date).


 


Following the date on
which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and
Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including, without
limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms
of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-6-9 


     


    


 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-6-10 


     


    









 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-6-11 


     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-6-12 


     


    


 


EXHIBIT
A-7


 


FORM OF CLASS A-SB CERTIFICATE


 


CLASS A-SB


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS A-SB


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 






    A-7-1 


     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-7-2 


     


    


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 16, 2022

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS
        A-SB CERTIFICATES AS OF THE CLOSING DATE: $18,046,000

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: KeyBank
        National Association

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08163NBK0

         

        ISIN NO.: US08163NBK00

         

        COMMON CODE NO.: []

         

        CERTIFICATE NO.: A-SB-[1]

         

	 	 




    A-7-3 


     


    


 


CLASS
A-SB CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Interest Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-SB Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-SB Certificates. The Certificates are designated as the Benchmark 2022-B32
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-7-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-SB Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders and the RR Interest
Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates and the RR Interest
Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and
Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders or the RR Interest Owners,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-7-5 


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-SB Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or any RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion
Holder;


 






    A-7-6 


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest Owner
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-7-7 


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially
and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or the RR Interest Owners; provided, however, that no such amendment
shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate
or the RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-7-8 


     


    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s)
or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest Owner’s consent.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the
purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective
Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool
of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date).


 


Following the date on
which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and
Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including, without
limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms
of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-7-9 


     


    


 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-7-10 


     


    









 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-7-11 


     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-7-12 


     


    


 


EXHIBIT
A-8


 


FORM OF CLASS X-A CERTIFICATE


 


CLASS X-A


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS X-A


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-A CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3,
CLASS A-4, CLASS A-5, CLASS A-SB AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY
BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 






    A-8-1 


     


    

 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1)
AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 




    A-8-2 


     


    


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 16, 2022

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES
        AS OF THE CLOSING DATE: $1,359,412,000

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: KeyBank
        National Association

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08163NBL8

         

        ISIN NO.: US08163NBL82

         

        COMMON CODE NO.: []

         

        CERTIFICATE NO.: X-A-[1][2]

         





    A-8-3 


     


    


 


CLASS X-A
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Interest Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-A Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-A Certificates. The Certificates are designated as the Benchmark
2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the
beneficial ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-8-4 


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed on the Certificates of
this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders and the RR Interest
Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates and the RR Interest
Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and
Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders or the RR Interest Owners,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-8-5 


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder
or any RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion
Holder;


 






    A-8-6 


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest Owner
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and,
for so long as a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other
than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-8-7 


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially
and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or the RR Interest Owners; provided, however, that no such amendment
shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that
are required to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate
or the RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt
of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing
Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion
Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-8-8 


     


    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s)
or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest Owner’s consent.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the
purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective
Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool
of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date).


 


Following the date on
which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and
Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including, without
limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms
of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-8-9 


     


    


 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-8-10 


     


    









 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-8-11 


     


    


 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-8-12 


     


    

 




EXHIBIT
A-9


 


FORM
OF CLASS X-B CERTIFICATE


 


CLASS
X-B


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS X-B


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS
CLASS X-B CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS
B AND CLASS C CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. 




 


 






 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


2
       Book-Entry Certificate legend.


 



    A-9-1


     


    

 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 




    A-9-2


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $151,748,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        CUSIP
        NO.: 08163NBM6

         

        ISIN
        NO.: US08163NBM65

         

        COMMON
        CODE NO.: []

         

        CERTIFICATE
        NO.: X-B-[1]

         





    A-9-3


     


    

CLASS X-B
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-B Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-B Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-9-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 






    A-9-5


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 



    A-9-6


     


    

 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)          
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)           
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-9-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-9-8


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-9-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	   
	 	By: 	    
	 	 	Name:

Title:


  


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	    
	 	 	Name:

Title:


  



    A-9-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	      (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-9-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-9-12


     


    


EXHIBIT
A-10


 


FORM
OF CLASS X-D CERTIFICATE


 


CLASS
X-D


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS X-D


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



 


1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


3
       Book-Entry Certificate legend.




    A-10-1


     


    

 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CLASS X-D CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS
D AND CLASS E CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-D CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”).


 




    A-10-2


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AS OF THE CLOSING DATE: $65,336,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        [CUSIP
        NO.: 08163NAC9

        ISIN NO.: US08163NAC92]4

        

        [CUSIP NO.: U0811NAB1

        ISIN NO.: USU0811NAB11]5

         

        [CUSIP
        NO.: 08163NAD7

        ISIN NO.: US08163NAD75]6

        

         

        CERTIFICATE
        NO.: X-D-[1]

        






 


 






 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.


 




    A-10-3


     


    

CLASS X-D
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-D Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-D Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-10-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-D Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 






    A-10-5


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-D Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)            
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)           
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)          
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 



    A-10-6


     


    

 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)          
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)           
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-10-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-10-8


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-10-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:








 



    A-10-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	      (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-10-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-10-12


     


    



EXHIBIT
A-11


 


FORM
OF CLASS X-FG CERTIFICATE


 


CLASS
X-FG


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS X-FG


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE


 





 



 




1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


3
       Book-Entry Certificate legend.


 




    A-11-1


     


    

 


NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS
CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS
CLASS X-FG CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS
F AND CLASS G CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL
AMOUNT SET FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-FG CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN


 






    A-11-2


     


    

 


SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”).


 




    A-11-3


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-FG CERTIFICATES AS OF THE CLOSING DATE: $37,937,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        [CUSIP
        NO.: 08163NAE5

        ISIN NO.: US08163NAE58]4

        

        [CUSIP NO.: U0811NAC9

        ISIN NO.: USU0811NAC93]5

         

        [CUSIP
        NO.: 08163NAF2

        ISIN NO.: US08163NAF24]6

        

         

        CERTIFICATE
        NO.: X-FG-[1]

        




 





 



 





4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.


 




    A-11-4


     


    

CLASS X-FG
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-FG Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-FG Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-11-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-FG Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 






    A-11-6


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-FG Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 



    A-11-7


     


    

 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)          
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)           
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-11-8


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-11-9


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-11-10


     


    


 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-FG CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  



    A-11-11


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	      (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-11-12


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-11-13


     


    



EXHIBIT
A-12


 


FORM
OF CLASS X-H CERTIFICATE


 


CLASS
X-H


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS X-H


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



 


1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


3
       Book-Entry Certificate legend.


 




    A-12-1


     


    

 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS
CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60
WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE,
OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CLASS X-H CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS H
CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET
FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-H CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW. THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE “CODE”).


 




    A-12-2


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-H CERTIFICATES AS OF THE CLOSING DATE: $16,861,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        [CUSIP
        NO.: 08163NAG0

        ISIN NO.: US08163NAG07]4

        

        [CUSIP NO.: U0811NAD7

        ISIN NO.: USU0811NAD76]5

         

        [CUSIP
        NO.: 08163NAH8

        ISIN NO.: US08163NAH89]6

        

         

        CERTIFICATE
        NO.: X-H-[1]

        




 




 







 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.


 




    A-12-3


     


    

CLASS X-H
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-H Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-H Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 



    A-12-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-H Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 






    A-12-5


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-H Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 



    A-12-6


     


    

 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)        
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)          
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)           
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-12-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)           
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)          
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)          
amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-12-8


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-12-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  



    A-12-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-12-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-12-12


     


    


 


EXHIBIT A-13


 


FORM OF CLASS X-NR CERTIFICATE


 


CLASS X-NR


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS X-NR


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Book-Entry Certificate legend.








 






    A-13-1


     


    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS
CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET
WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B)
WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,
HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CLASS X-NR CERTIFICATE HAS NO PRINCIPAL
BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS J AND CLASS K CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THE CLASS X-NR CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON
THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 






    A-13-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[               ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 16, 2022

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-NR CERTIFICATES
        AS OF THE CLOSING DATE: $54,798,940

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: KeyBank
        National Association

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08163NAJ4

        ISIN NO.: US08163NAJ46]4

        

        [CUSIP NO.: U0811NAE5

        ISIN NO.: USU0811NAE59]5

         

        [CUSIP NO.: 08163NAK1

        ISIN NO.: US08163NAK19]6

        

        

         

        CERTIFICATE NO.:
X-NR-[1]




 





 



 





4 For Certificate sold in reliance on Rule 144A
only.


 


5 For Regulation S Global Certificate only.


 


6 For IAI Definitive Certificate only.


 






    A-13-3


     


    

 







CLASS
X-NR CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Interest Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class X-NR Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class X-NR Certificates. The Certificates are designated as the Benchmark 2022-B32
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable
to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency
of the United States of America as at the time of payment is legal tender for the payment of public and private debts.


 






    A-13-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class X-NR Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution Date will be in an amount
equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed on the Certificates of
this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders and the RR Interest
Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates and the RR Interest
Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and
Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders or the RR Interest Owners,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-13-5


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class X-NR Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof, with one
Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest
Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by
a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-13-6


     


    

 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest Owner not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and any RR Interest
Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply
with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention
Rule or any other regulations


 






    A-13-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended or
repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in
the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially
and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or the RR Interest Owners; provided, however, that no such amendment
shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-13-8


     


    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s)
or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest Owner’s consent.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the
purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective
Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool
of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date).


 


Following the date on
which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and
Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including, without
limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms
of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-13-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS X-NR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-13-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-13-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-13-12


     


    

 


EXHIBIT
A-14


 


FORM OF CLASS A-S CERTIFICATE


 


CLASS A-S


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 






 





		1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.



  






    A-14-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-FG,
CLASS X-H AND CLASS X-NR CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-14-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[               ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 16, 2022

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE AGGREGATE
CERTIFICATE BALANCE OF THE CLASS A-S CERTIFICATES AS OF THE CLOSING DATE: $179,147,000
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: KeyBank
        National Association

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08163NBN4

         

        ISIN NO.: US08163NBN49

         

        COMMON CODE NO.: []

         

        CERTIFICATE NO.:
A-S-[1]




 






    A-14-3


     


    

 


CLASS
A-S CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Interest Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class A-S Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated as the Benchmark 2022-B32
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-14-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders and the RR Interest
Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates and the RR Interest
Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and
Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders or the RR Interest Owners,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-14-5


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the facilities of
DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest
Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by
a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-14-6


     


    

 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest Owner not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and any RR Interest
Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply
with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention
Rule or any other regulations


 






    A-14-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended or
repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in
the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially
and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or the RR Interest Owners; provided, however, that no such amendment
shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-14-8


     


    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s)
or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest Owner’s consent.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the
purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective
Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool
of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date).


 


Following the date on
which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and
Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including, without
limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms
of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-14-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-14-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-14-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-14-12


     


    

  


EXHIBIT
A-15


 


FORM OF CLASS B CERTIFICATE


 


CLASS B


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 





		1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.






 






    A-15-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-FG,
CLASS X-H, CLASS X-NR AND CLASS A-S CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 






    A-15-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[               ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 16, 2022

         

        FIRST DISTRIBUTION DATE: MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES AS OF THE CLOSING DATE: $82,197,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: KeyBank
        National Association

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08163NBP9

         

        ISIN NO.: US08163NBP96

         

        COMMON CODE NO.: []

         

        CERTIFICATE NO.:
B-[1]




 






    A-15-3


     


    

 


CLASS
B CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Interest Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class B Certificates. The Certificates are designated as the Benchmark 2022-B32
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-15-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders and the RR Interest
Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates and the RR Interest
Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and
Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders or the RR Interest Owners,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-15-5


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest
Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by
a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-15-6


     


    

 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest Owner not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and any RR Interest
Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply
with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention
Rule or any other regulations


 






    A-15-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended or
repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in
the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially
and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or the RR Interest Owners; provided, however, that no such amendment
shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-15-8


     


    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s)
or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest Owner’s consent.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the
purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective
Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool
of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date).


 


Following the date on
which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and
Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including, without
limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms
of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-15-9


     


    

 




 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:





 



    A-15-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-15-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-15-12


     


    

  


EXHIBIT
A-16


 


FORM OF CLASS C CERTIFICATE


 


CLASS C


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS C


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 





 



 





		1	Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry Certificate legend.



  






    A-16-1


     


    

 


AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-FG,
CLASS X-H, CLASS X-NR, CLASS A-S AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 






    A-16-2


     


    

 


	
        PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND
        SERVICING AGREEMENT

         

        DENOMINATION: $[               ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 16, 2022

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS C CERTIFICATES AS OF THE CLOSING DATE: $69,551,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: KeyBank
        National Association

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        ASSET REPRESENTATIONS REVIEWER:
        PENTALPHA SURVEILLANCE LLC

         

        CUSIP NO.: 08163NBQ7

         

        ISIN NO.: US08163NBQ79

         

        COMMON CODE NO.: []

         

        CERTIFICATE NO.:
C-[1]




 






    A-16-3


     


    

 


CLASS
C CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Interest Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class C Certificates. The Certificates are designated as the Benchmark 2022-B32
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-16-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders and the RR Interest
Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates and the RR Interest
Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and
Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders or the RR Interest Owners,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-16-5


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest
Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by
a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-16-6


     


    

 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest Owner not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and any RR Interest
Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply
with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention
Rule or any other regulations


 






    A-16-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended or
repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in
the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially
and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or the RR Interest Owners; provided, however, that no such amendment
shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-16-8


     


    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s)
or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest Owner’s consent.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the
purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective
Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool
of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date).


 


Following the date on
which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and
Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including, without
limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms
of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-16-9


     


    

 




 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-16-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-16-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-16-12


     


    

  


EXHIBIT
A-17


 


FORM OF CLASS D CERTIFICATE


 


CLASS D


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”) UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING CERTIFICATEHOLDER,
THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 





 



 





		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 


		3	Book-Entry Certificate legend.





 






    A-17-1


     


    

 


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE IS SUBORDINATED TO
THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS X-D, CLASS X-FG,
CLASS X-H, CLASS X-NR, CLASS A-S, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 






    A-17-2


     


    

 


	
        PASS-THROUGH RATE: 2.0000%

         

        DENOMINATION: $[               ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY 16, 2022

         

        FIRST DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES AS OF THE CLOSING DATE: $44,260,000

         
	 	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: KeyBank
        National Association

         

        TRUSTEE: WILMINGTON TRUST, NATIONAL
        ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        [CUSIP NO.: 08163NAL9

ISIN NO.: US08163NAL91]4



[CUSIP NO.: U0811NAF2

ISIN NO.: USU0811NAF25]5

         

        [CUSIP NO.: 08163NAM7

        ISIN NO.: US08163NAM74]6

         

        CERTIFICATE NO.:
D-[1]




 





 



 





4 For Certificate sold in reliance
on Rule 144A only.


 


5 For Regulation S Global Certificate
only.


 


6 For IAI Definitive Certificate
only.







 






    A-17-3


     


    

 


CLASS
D CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account, the VRR Interest Gain-on-Sale Interest Reserve
Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT CEDE & CO. is the
registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class D Certificates. The Certificates are designated as the Benchmark 2022-B32
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in the aggregate 100% of the beneficial
ownership of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no
action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income
taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-17-4


     


    

 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available Funds to be distributed on the
Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders and the RR Interest
Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any
Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates and the RR Interest
Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the
Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts
on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and
Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer
as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders or the RR Interest Owners,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses previously allocated
to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of
the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders
to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one
year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under
the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender
its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate


 






    A-17-5


     


    

 


for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC
in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class
evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)         to
correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)        to
cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be
defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest
Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by
a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)       to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust
REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel
(at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect
in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-17-6


     


    

 


(v)        to
modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of
the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a
Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)       to
revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any
other change; provided that the required action shall not adversely affect in any material respect the interests of any
Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(vii)      to
amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement
shall not adversely affect in any material respect the interests of any Certificateholder or any RR Interest Owner not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency
has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling
and Servicing Agreement);


 


(ix)        to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and any RR Interest
Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply
with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention
Rule or any other regulations


 






    A-17-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are amended or
repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in
the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to
modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller, (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent or (C) may materially
and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest Owners (if affected
by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less
than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders of Certificates of such Class or the RR Interest Owners; provided, however, that no such amendment
shall:


 


(i)         reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required to
be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the RR
Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or


 


(ii)        reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates
of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding; or


 


(iv)       change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend
the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding the foregoing,
none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the
Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-17-8


     


    

 


accordance with such amendment will not
result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify
as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore,
no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included
in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s)
or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest Owner’s consent.


 


The Holders of the majority
of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates may, in that order
of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the Certificate Administrator
and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage Loans (and all property
acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion of each REO Property
remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding Certificates,
on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion
of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely for the
purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after its respective
Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal Balance of the pool
of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the Cut-off Date).


 


Following the date on
which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D
and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the Sole Certificateholder
shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the Class R and
Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant
to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including, without
limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms
of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement continue
beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador
of the United States to the Court of St. James, living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-17-9


     


    

 




 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-17-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-17-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-17-12


     


    

 



EXHIBIT
A-18


 


FORM
OF CLASS E CERTIFICATE


 


CLASS
E


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.





 


 






 


1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.


 







    A-18-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-D, CLASS X-FG, CLASS X-H, CLASS X-NR, CLASS A-S, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 






    A-18-2


     


    

 





	PASS-THROUGH
                                         RATE: 2.0000%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS E CERTIFICATES

        AS OF THE CLOSING DATE: $21,076,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE
        LLC

         

        [CUSIP
        NO.: 08163NAN5

        ISIN NO.: US08163NAN57]4

        

        [CUSIP NO.: U0811NAG0

        ISIN NO.: USU0811NAG08]5

        

        [CUSIP NO.: 08163NAP0

        ISIN NO.: US08163NAP06]6

         

        CERTIFICATE
NO.: E-[1] 










 


 



 





4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.



 



    A-18-3


     


    

 


CLASS
E CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class E Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class E Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-18-4


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class E Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 






    A-18-5


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class E Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-18-6


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-18-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-18-8


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-18-9


     


    

 


 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,
    N.A., not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,
    N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 



    A-18-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-18-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-18-12


     


    

  


EXHIBIT
A-19


 


FORM
OF CLASS F CERTIFICATE


 


CLASS
F


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS F


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



  


1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.



 






    A-19-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS
CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 






    A-19-2


     


    

 


AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-D, CLASS X-FG, CLASS X-H, CLASS X-NR, CLASS A-S, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND
TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-19-3


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS F CERTIFICATES

        AS OF THE CLOSING DATE: $18,969,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE
        LLC

         

        [CUSIP
        NO.: 08163NAQ8

        ISIN NO.: US08163NAQ88]4

        

        [CUSIP NO.: U0811NAH8

        ISIN NO.: USU0811NAH80]5

         

        [CUSIP
        NO.: 08163NAR6

        ISIN NO.: US08163NAR61]6

         

        CERTIFICATE
        NO.: F-[1]

         




  


 






  


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.



 



    A-19-4


     


    

 


CLASS
F CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class F Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class F Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-19-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class F Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 






    A-19-6


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class F Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-19-7


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-19-8


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-19-9


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-19-10


     


    

 




 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY,
    N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

    Title:


 



    A-19-11


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-19-12


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 






    A-19-13


     


    

  


EXHIBIT
A-20


 


FORM
OF CLASS G CERTIFICATE


 


CLASS
G


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS G


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 








 


1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Book-Entry Certificate legend.



 






    A-20-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS
CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 






    A-20-2


     


    

 


AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-D, CLASS X-FG, CLASS X-H, CLASS X-NR, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-20-3


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS G CERTIFICATES

        AS OF THE CLOSING DATE: $18,968,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE
        LLC

         

        [CUSIP
        NO.: 08163NAS4

        ISIN NO.: US08163NAS45]4

        

        [CUSIP NO.: U0811NAJ4

        ISIN NO.: USU0811NAJ47]5

         

        [CUSIP
        NO.: 08163NAT2

        ISIN NO.: US08163NAT28]6

         

        CERTIFICATE
        NO.: G-[1]

         




 





 



  


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.



 


 



    A-20-4


     


    

 


CLASS
G CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class G Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class G Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-20-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class G Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 






    A-20-6


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class G Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-20-7


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-20-8


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-20-9


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-20-10


     


    

 




 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-20-11


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-20-12


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-20-13


     


    

 


  


EXHIBIT
A-21


 


FORM
OF CLASS H CERTIFICATE


 


CLASS
H


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS H


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



  


1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
        Book-Entry Certificate legend.



 






    A-21-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS
CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 






    A-21-2


     


    

 


AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-D, CLASS X-FG, CLASS X-H, CLASS X-NR, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES
AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-21-3


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS H CERTIFICATES

        AS OF THE CLOSING DATE: $16,861,000

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE
        LLC

         

        [CUSIP
        NO.: 08163NAU9

        ISIN NO.: US08163NAU90]4

        

        [CUSIP NO.: U0811NAK1

        ISIN NO.: USU0811NAK10]5

         

        [CUSIP
        NO.: 08163NAV7

        ISIN NO.: US08163NAV73]6

         

        CERTIFICATE
NO.: H-[1] 




 





 






 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.



 


 



    A-21-4


     


    

 


CLASS
H CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class H Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class H Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-21-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class H Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 






    A-21-6


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class H Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-21-7


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 






    A-21-8


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 






    A-21-9


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-21-10


     


    

 




 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-21-11


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-21-12


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent


 




    A-21-13


     


    

 



EXHIBIT
A-22


 


FORM
OF CLASS J CERTIFICATE


 


CLASS
J


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS J


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



 


1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


3
       Book-Entry Certificate legend.



 






    A-22-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS
CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 



    A-22-2


     


    

 


 AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-D, CLASS X-FG, CLASS X-H, CLASS X-NR, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS
H CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-22-3


     


    

	PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES AS OF THE CLOSING DATE: $16,861,000

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE
        LLC

         

        [CUSIP
        NO.: 08163NAW5

        ISIN NO.: US08163NAW56]4

        

        [CUSIP NO.: U0811NAL9

        ISIN NO.: USU0811NAL92]5

         

        [CUSIP
        NO.: 08163NAX3

        ISIN NO.: US08163NAX30]6

         

        CERTIFICATE
NO.: J-[1] 




 





 



 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only. 


 



    A-22-4


     


    

 


CLASS
J CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class J Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class J Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-22-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class J Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 



    A-22-6


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class J Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-22-7


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 



    A-22-8


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 



    A-22-9


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-22-10


     


    

  


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS J CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT. 





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  



    A-22-11


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-22-12


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent


 




    A-22-13


     


    

  


EXHIBIT
A-23


 


FORM
OF CLASS K CERTIFICATE


 


CLASS
K


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS K


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND
SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR
INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 





 



 


1
       Temporary Regulation S Book-Entry Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


3
       Book-Entry Certificate legend.



 






    A-23-1


     


    

 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS
CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE


 



    A-23-2


     


    

 


 AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE NON-VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-2A1, CLASS A-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A,
CLASS X-B, CLASS X-D, CLASS X-FG, CLASS X-H, CLASS X-NR, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS
H AND CLASS J CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-23-3


     


    

	PASS-THROUGH
        RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS K CERTIFICATES AS OF THE CLOSING DATE: $37,937,940

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE
        LLC

         

        [CUSIP
        NO.: 08163NAY1

        ISIN NO.: US08163NAY13]4

        

        [CUSIP NO.: U0811NAM7

        ISIN NO.: USU0811NAM75]5

         

        [CUSIP
        NO.: 08163NAZ8

        ISIN NO.: US08163NAZ87]6

         

        CERTIFICATE
NO.: K-[1] 




 





 



 


4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.



 



    A-23-4


     


    

 


CLASS
K CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class K Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class K Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-23-5


     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class K Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Non-VRR Available
Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon
retirement of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Non-VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate


 



    A-23-6


     


    

 


for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class K Certificates will be issued in book-entry form through the facilities
of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such
Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-23-7


     


    

 


(v)        to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 



    A-23-8


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 



    A-23-9


     


    

 


 accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-23-10


     


    

  


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS K CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


  



    A-23-11


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-23-12


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent


 




    A-23-13


     


    

  





EXHIBIT
A-24


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS R


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY
STATE SECURITIES LAWS OR THE LAWS OF ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE
HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN
ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT OR (B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT, TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A.


 


THE
INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN
INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C
TO THE POOLING AND SERVICING AGREEMENT.


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B)


 



    A-24-1


     


    

 


 IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON
OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT
IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST
NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”,
AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL
INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO
TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






    A-24-2


     


    

 





	PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        CLASS
        R PERCENTAGE INTEREST: 100%

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE
        LLC

         

        [CUSIP
        NO.: 08163NBC8

        ISIN NO.: US08163NBC83]1

        

        [CUSIP NO.: U0811NAP0

        ISIN NO.: USU0811NAP07]2

        

        [CUSIP NO.: 08163NBD6

        ISIN NO.: US08163NBD66]3

         

        CERTIFICATE
NO.: R-[1] 




 


 


 



 


1
For Certificate sold in reliance on Rule 144A only.


 


2
For Regulation S Global Certificate only.


 


3
For IAI Definitive Certificate only.






 



    A-24-3


     


    

 


CLASS
R CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT [_______] is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and
Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof. The Certificates are designated as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
and the RR Interest will evidence in the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Class R Certificate represents a “residual interest” in two “real estate mortgage investment conduits”,
as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income. The Certificate Administrator will be designated as the “partnership representative” of each Trust REMIC
(within the meaning of Section 6223 of the Internal Revenue Code).


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution
Date to the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this
Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for
the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement.


 



    A-24-4


     


    

 


As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Each
Person who has or acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each
Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person
holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S.
Tax Person or any agent of either (including a broker, nominee or other middleman) (an “Agent”), or a Plan
or a Person acting on behalf of or using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”)
and shall promptly notify the Certificate Registrar of any change or impending change to such status; (B) in connection with
any proposed Transfer of any


 



    A-24-5


     


    

 


Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to
it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially
in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from
the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other
things, that such Transferee is not a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or
an ERISA Prohibited Holder and that it agrees to be bound by and to abide by the provisions of Section 5.03(o) of the Pooling
and Servicing Agreement; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B)
above, if the Certificate Registrar has actual knowledge or reason to believe that the proposed Transferee is a Disqualified Organization,
a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder, no Transfer of an Ownership Interest
in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (1) not to transfer its Ownership Interest in such Class R Certificate to any Person
that does not provide a Transferee Affidavit and (2) not to transfer its Ownership Interest in such Class R Certificate unless
it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as
Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason
to know that the proposed Transferee’s statements in such Transferee Affidavit are false.


 


The
Class R Certificates will be issued in fully registered, certificated form, in minimum Percentage Interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the


 



    A-24-6


     


    

 


 Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each


 



    A-24-7


     


    

 


 Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)          reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 






    A-24-8


     


    

 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-24-9


     


    

  


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-24-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-24-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-24-12


     


    

  


EXHIBIT
A-25


 


FORM
OF CLASS S CERTIFICATE


 


CLASS
S


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS S


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH
ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED beneficial INTEREST IN A PORTION OF A GRANTOR TRUST
THAT HOLDS THE excess interest and RELATED AMOUNTS IN THE excess interest distribution account.


 






    A-25-1


     


    

 





	PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        CLASS
        S PERCENTAGE INTEREST: 100%

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PENTALPHA SURVEILLANCE LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PENTALPHA SURVEILLANCE LLC

         

        [CUSIP
        NO.: 08163NBA2

        ISIN NO.: US08163NBA28]1

        

        [CUSIP NO.: U0811NAN5

        ISIN NO.: USU0811NAN58]2

        

        [CUSIP NO.: 08163NBB0

        ISIN NO.: US08163NBB01]3

         

        CERTIFICATE
NO.: S-[1] 






 





 



 


1
For Certificate sold in reliance on Rule 144A only.


 


2
For Regulation S Global Certificate only.


 


3
For IAI Definitive Certificate only.



 






    A-25-2


     


    

 


CLASS
S CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT [_____] is the registered owner of the interest evidenced by this Certificate in the Class S Certificates issued
by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and
Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof. The Certificates are designated as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates
and the RR Interest will evidence in the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related
amounts in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and
take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of
federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate
Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by
this Certificate) of the Excess Interest then distributable, if any, and to the extent and subject to the limitations set forth
in the Pooling and Servicing Agreement, on the Distribution Date to the Person in whose name this Certificate is registered as
of the related Record Date. All sums distributable on this Certificate are payable in the coin or currency of the United States
of America as at the time of payment is legal tender for the payment of public and private debts.


 


This
Certificate is limited in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all
as more specifically set forth in the Pooling and Servicing Agreement. As


 



    A-25-3


     


    

 


provided in the Pooling and Servicing Agreement, the
Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


The
Class S Certificates will be issued in fully registered, certificated form, in minimum Percentage Interests of 10% and integral
multiples of 1% in excess thereof.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar


 



    A-25-4


     


    

 


in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 






    A-25-5


     


    

 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or


 



    A-25-6


     


    

 


eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be


 



    A-25-7


     


    

 


excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-25-8


     


    

  


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-25-9


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-25-10


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-25-11


     


    

  


EXHIBIT
A-26


 


FORM
OF CLASS RR CERTIFICATE


 


CLASS
RR


 


BENCHMARK
2022-B32 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2022-B32, CLASS RR


 


THIS
CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED
UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING,
TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR
AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.  


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY
OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S.
PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    A-26-1


     


    

 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO
ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS
CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR
LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS (I) A BENEFICIAL INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, AND (II) A BENEFICIAL INTEREST IN THE EXCESS INTEREST AND PROCEEDS THEREOF IN THE EXCESS INTEREST DISTRIBUTION
ACCOUNT.


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE VRR PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 






    A-26-2


     


    

 





	PASS-THROUGH
        RATE: N/A

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2022

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 16, 2022

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2022

         

        APPROXIMATE
        AGGREGATE CERTIFICATE BALANCE OF THE CLASS RR CERTIFICATES AS OF THE CLOSING DATE: $37,252,097

         
	 	MASTER
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: KeyBank National Association

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor:  PENTALPHA SURVEILLANCE LLC

         

        aSSET
        REPRESENTATIONS REVIEWER:  PENTALPHA SURVEILLANCE
        LLC

         

        [CUSIP
        NO.: 08163NBR5

        ISIN NO.: US08163NBR52]1

        

        [CUSIP NO.: U0811NAQ8

        ISIN NO.: USU0811NAQ89]2

         

        [CUSIP
        NO.: 08163NBS3

        ISIN NO.: US08163NBS36]3

         

        CERTIFICATE
NO.: RR-[1] 




 





 



 


1
For Certificate sold in reliance on Rule 144A only.


 


2
For Regulation S Global Certificate only.


 


3
For IAI Definitive Certificate only.



 



    A-26-3


     


    

 


CLASS
RR CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Non-VRR Gain-on-Sale Reserve Account,
the VRR Interest Gain-on-Sale Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed
and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT [______________________________] is the registered owner of the interest evidenced by this Certificate in the Class
RR Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the
“Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter
called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class RR Certificates. The Certificates are designated
as the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates and the RR Interest will evidence in
the aggregate 100% of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents (i) a beneficial interest in multiple “regular interests” in a “real estate mortgage
investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Code; and (ii) a beneficial
interest in the Excess Interest and proceeds thereof in the Excess Interest Distribution Account. Each Holder of this Certificate,
by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with
the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and


 



    A-26-4


     


    

 


private debts. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement.


 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date as specified in the Pooling and Servicing Agreement on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the VRR Available Funds
to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
and the RR Interest Owners in the manner set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage
Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
and the RR Interest Owners specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection
Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.
Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling
and Servicing Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master
Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals
from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders or the
RR Interest Owners, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage
Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of VRR Realized Losses
previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate
at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final
distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with
respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering
Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount
held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 






    A-26-5


     


    

 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective
Transferee in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate
from the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class RR Certificates will be issued in fully registered, certificated
form in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof (or such lesser amount if the Certificate
Balance is not a multiple of $1), with one Certificate of each such Class evidencing an additional amount equal to the remainder
of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the RR Interest, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may
be defective or inconsistent with any other provisions therein or to correct any error;


 


(iii)        to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder, RR Interest Owner or Companion Holder;


 






    A-26-6


     


    

 


(v)         to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
or the RR Interest Owners (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is
a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder, any RR Interest Owner or any holder of a Serviced Companion Loan not consenting to such revision or addition
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(vii)       to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder or any
RR Interest Owner not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as
a Control Termination Event has not occurred and is not continuing and with respect to any Mortgage Loans other than any Excluded
Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to
conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or
the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25 of the Pooling and Servicing Agreement);


 


(ix)        to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders
and any RR Interest Owner, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt
of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the
Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;


 


(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations


 



    A-26-7


     


    

 


applicable to the risk retention requirements for this securitization transaction are
amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements
in the event of such repeal, as evidenced by an Opinion of Counsel; or


 


(xi)        to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller, (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent
or (C) may materially and adversely affect any RR Interest Owner without such RR Interest Owner’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the RR Interest
Owners (if affected by such amendment) and the Holders of Certificates of each Class affected by such amendment evidencing, in
each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class or the RR Interest Owners; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Whole Loans that are required
to be distributed on a Certificate of any Class or the RR Interest without the consent of the Holder of the Certificate or the
RR Interest Owners or which are required to be distributed to a Companion Holder without the consent of such Companion Holder;
or


 


(ii)         reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)       change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)        amend the Servicing Standard without the consent of 100% of the Certificateholders and the RR Interest Owners or receipt of Rating
Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement)
and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for
each Serviced AB Whole Loan.


 


Notwithstanding
the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator,
the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing
Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment
is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment
or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified Person in


 



    A-26-8


     


    

 


accordance with such
amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC
to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of
the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically
required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of
the related Companion Holder(s) or that otherwise materially and adversely affects any RR Interest Owners without such RR Interest
Owner’s consent.


 


The
Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class R Certificates
may, in that order of priority, at their option, upon no less than 60 days’ prior written notice given to the Trustee, the
Certificate Administrator and each of the other parties to the Pooling and Servicing Agreement, elect to purchase all of the Mortgage
Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and the Trust’s portion
of each REO Property remaining in the Trust Fund, and thereby effect termination of the Trust and early retirement of the then-outstanding
Certificates, on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and
the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the Mortgage Loans (solely
for the purposes of this calculation, if an ARD Loan is still an asset of the Trust Fund and such right is being exercised after
its respective Anticipated Repayment Date, then such Mortgage Loan shall be excluded from the then-aggregate Stated Principal
Balance of the pool of Mortgage Loans and from the aggregate Stated Principal Balance of the pool of Mortgage Loans as of the
Cut-off Date).


 


Following
the date on which the Class A-1, Class A-2, Class A-2A1, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class
C, Class D and Class E Certificates are retired (and provided that there is only one Holder (or multiple Holders acting
in unanimity) of the then-outstanding Certificates (other than the Class R and Class S Certificates)) and the RR Interest, the
Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other
than the Class R and Class S Certificates) and the RR Interest for all of the Mortgage Loans and each REO Property remaining in
the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates and the RR Interest Balance of the RR Interest to zero (including,
without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to
the terms of the Pooling and Servicing Agreement. In no event, however, will the Trust created by the Pooling and Servicing Agreement
continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-26-9


     


    

  


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 


		Dated:	February 16, 2022



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.





	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, N.A., as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:

Title:


 



    A-26-10


     


    








 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ___________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  










 






    A-26-11


     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:





Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-26-12


     


    

 


EXHIBIT B


MORTGAGE LOAN SCHEDULE 


 




    	 	B-1	 



     


    


 


	BMARK 2022-B32 - Mortgage Loan Schedule	 	 	 	 	 



	ID	Loan Number	Mortgage Loan Seller	Mortgage Loan Name	Street Address	City	State	Zip Code
	JPMCB1	1	JPMCB	Old Chicago Post Office	324-430 & 404 West Harrison Street, 401-439 West Van Buren Street, 401-535 South Canal Street and 527 South Clinton Street	Chicago	Illinois	60607
	JPMCB2	2	JPMCB	Bedrock Portfolio	Various	Detroit	Michigan	48226
	JPMCB2.01	2.01	JPMCB	First National Building	660 Woodward Avenue	Detroit	Michigan	48226
	JPMCB2.02	2.02	JPMCB	The Qube	611 Woodward Avenue	Detroit	Michigan	48226
	JPMCB2.03	2.03	JPMCB	Chrysler House	719 Griswold Street and 730 Shelby Street	Detroit	Michigan	48226
	JPMCB2.04	2.04	JPMCB	1001 Woodward	1001-1075 Woodward Avenue	Detroit	Michigan	48226
	JPMCB2.05	2.05	JPMCB	One Woodward	1 Woodward Avenue	Detroit	Michigan	48226
	JPMCB2.06	2.06	JPMCB	The Z Garage	1234-1246 Library Street and 1327 Broadway Avenue	Detroit	Michigan	48226
	JPMCB2.07	2.07	JPMCB	Two Detroit Garage	160 East Congress Street	Detroit	Michigan	48226
	JPMCB2.08	2.08	JPMCB	1505 & 1515 Woodward	1505 and 1515-1529 Woodward Avenue	Detroit	Michigan	48226
	JPMCB2.09	2.09	JPMCB	1001 Brush Street	1001 Brush Street	Detroit	Michigan	48226
	JPMCB2.10	2.10	JPMCB	The Assembly	1700 West Fort Street	Detroit	Michigan	48216
	JPMCB2.11	2.11	JPMCB	419 Fort Street Garage	419 East Fort Street	Detroit	Michigan	48226
	JPMCB2.12	2.12	JPMCB	Vinton	600 Woodward Avenue	Detroit	Michigan	48226
	JPMCB2.13	2.13	JPMCB	1401 First Street	1401 First Street	Detroit	Michigan	48226
	JPMCB2.14	2.14	JPMCB	Lane Bryant Building	1520 Woodward Avenue	Detroit	Michigan	48226
	GACC3	3	GACC	Rosewood National Storage 13	Various	Various	Various	Various
	GACC3.01	3.01	GACC	Tallahassee	1406 Capital Circle Northeast	Tallahassee	Florida	32308
	GACC3.02	3.02	GACC	Fort Worth	990 Alta Mere Drive	Fort Worth	Texas	76116
	GACC3.03	3.03	GACC	Kemah	1289 FM 518 Road	Kemah	Texas	77565
	GACC3.04	3.04	GACC	North Charleston	8850 Rivers Avenue	North Charleston	South Carolina	29406
	GACC3.05	3.05	GACC	Groton	215 Gold Star Highway	Groton	Connecticut	06340
	GACC3.06	3.06	GACC	Albuquerque	201 Eubank Boulevard Southeast	Albuquerque	New Mexico	87123
	GACC3.07	3.07	GACC	Augusta	2364 Tobacco Road	Augusta	Georgia	30906
	GACC3.08	3.08	GACC	Grandview	14300 South U.S. 71 Highway	Grandview	Missouri	64030
	GACC3.09	3.09	GACC	Louisville	6708 Preston Highway and 4010 Oaklawn Drive	Louisville	Kentucky	40219
	GACC3.10	3.10	GACC	Houston	10617 Fuqua Street	Houston	Texas	77089
	GACC3.11	3.11	GACC	Greenwood	355 Fry Road	Greenwood	Indiana	46142
	GACC3.12	3.12	GACC	Miami	17531 Northwest 2nd Avenue	Miami	Florida	33169
	GACC3.13	3.13	GACC	Kent	950 Cherry Street	Kent	Ohio	44240
	GACC4	4	GACC	CX - 350 & 450 Water Street	350 and 450 Water Street	Cambridge	Massachusetts	02141
	GSMC5	5	GSMC	One Wilshire	624 South Grand Avenue	Los Angeles	California	90017
	GACC6	6	GACC	SVEA New Mexico Portfolio	Various	Various	New Mexico	Various
	GACC6.01	6.01	GACC	39 Plaza La Prensa	39 Plaza La Prensa	Santa Fe	New Mexico	87507
	GACC6.02	6.02	GACC	1711 Randolph Road Southeast	1711 Randolph Road Southeast	Albuquerque	New Mexico	87106
	GACC6.03	6.03	GACC	445 Camino Del Rey Southwest	445 Camino Del Rey Southwest	Los Lunas	New Mexico	87031
	GACC6.04	6.04	GACC	1920 Fifth Street	1920 Fifth Street	Santa Fe	New Mexico	87505
	GACC6.05	6.05	GACC	3280 Bridge Boulevard Southwest	3280 Bridge Boulevard Southwest	Albuquerque	New Mexico	87121
	GACC6.06	6.06	GACC	37 Plaza La Prensa	37 Plaza La Prensa	Santa Fe	New Mexico	87507
	GACC6.07	6.07	GACC	4363 Jager Drive Northeast	4363 Jager Drive Northeast	Rio Rancho	New Mexico	87144
	GACC6.08	6.08	GACC	655 Utah Avenue	655 Utah Avenue	Las Cruces	New Mexico	88001
	GACC6.09	6.09	GACC	2536 Ridge Runner Road	2536 Ridge Runner Road	Las Vegas	New Mexico	87701
	GACC6.10	6.10	GACC	653 Utah Avenue	653 Utah Avenue	Las Cruces	New Mexico	88001
	GACC6.11	6.11	GACC	4359 Jager Drive Northeast	4359 Jager Drive Northeast	Rio Rancho	New Mexico	87144
	GACC6.12	6.12	GACC	221 Llano Estacado	221 Llano Estacado	Clovis	New Mexico	88101
	GACC6.13	6.13	GACC	1308 Gusdorf Road	1308 Gusdorf Road	Taos	New Mexico	87571
	GACC6.14	6.14	GACC	2540 Camino Ortiz	2540 Camino Ortiz	Santa Fe	New Mexico	87507
	GACC6.15	6.15	GACC	5500 San Antonio Drive Northeast	5500 San Antonio Drive Northeast	Albuquerque	New Mexico	87109
	GACC6.16	6.16	GACC	2121 Summit Court	2121 Summit Court	Las Cruces	New Mexico	88011
	GACC6.17	6.17	GACC	2732 North Wilshire Boulevard	2732 North Wilshire Boulevard	Roswell	New Mexico	88201
	GACC6.18	6.18	GACC	41 Plaza La Prensa	41 Plaza La Prensa	Santa Fe	New Mexico	87507
	GACC6.19	6.19	GACC	2800 Farmington Avenue	2800 Farmington Avenue	Farmington	New Mexico	87401
	GACC6.20	6.20	GACC	1710 East Aztec Avenue	1710 East Aztec Avenue	Gallup	New Mexico	87301
	GACC6.21	6.21	GACC	5200 Oakland Avenue Northeast	5200 Oakland Avenue Northeast	Albuquerque	New Mexico	87113
	GACC6.22	6.22	GACC	3316 North Main Street	3316 North Main Street	Clovis	New Mexico	88101
	GACC6.23	6.23	GACC	2141 Summit Court	2141 Summit Court	Las Cruces	New Mexico	88011
	GACC6.24	6.24	GACC	1014 North California Street	1014 North California Street	Socorro	New Mexico	87801
	GACC6.25	6.25	GACC	912 Railroad Avenue	912 Railroad Avenue	Espanola	New Mexico	87532
	GACC6.26	6.26	GACC	1922 Fifth Street	1922 Fifth Street	Santa Fe	New Mexico	87505
	GACC6.27	6.27	GACC	1017 East Roosevelt Avenue	1017 East Roosevelt Avenue	Grants	New Mexico	87020
	GACC6.28	6.28	GACC	145 Roy Road	145 Roy Road	Taos	New Mexico	87571
	GACC6.29	6.29	GACC	1800 East 30th Street	1800 East 30th Street	Farmington	New Mexico	87401
	GACC6.30	6.30	GACC	5205 Quail Road Northwest	5205 Quail Road Northwest	Albuquerque	New Mexico	87120
	GACC6.31	6.31	GACC	501 East Bender Boulevard	501 East Bender Boulevard	Hobbs	New Mexico	88240
	GACC6.32	6.32	GACC	1233 Whittier Street	1233 Whittier Street	Raton	New Mexico	87740
	GACC6.33	6.33	GACC	2520 Ridge Runner Road	2520 Ridge Runner Road	Las Vegas	New Mexico	87701
	GACC6.34	6.34	GACC	26387 US Highway 70	26387 US Highway 70	Ruidoso Downs	New Mexico	88346
	GACC6.35	6.35	GACC	475 Courthouse Road Southeast	475 Courthouse Road Southeast	Los Lunas	New Mexico	87031
	GACC6.36	6.36	GACC	7905 Marble Avenue Northeast	7905 Marble Avenue Northeast	Albuquerque	New Mexico	87110
	GACC6.37	6.37	GACC	2215 West Main Street	2215 West Main Street	Artesia	New Mexico	88210
	GACC6.38	6.38	GACC	2522 Ridge Runner Road	2522 Ridge Runner Road	Las Vegas	New Mexico	87701
	GACC6.39	6.39	GACC	1710 Rio Bravo Boulevard Southwest	1710 Rio Bravo Boulevard Southwest	Albuquerque	New Mexico	87501
	GACC6.40	6.40	GACC	312 East Nizhoni Boulevard	312 East Nizhoni Boulevard	Gallup	New Mexico	87301
	GSMC7	7	GSMC	JW Marriott Desert Springs	74-855 Country Club Drive	Palm Desert	California	92260
	GSMC8	8	GSMC	Woodmore Towne Centre	2250 Petrie Lane	Glenarden	Maryland	20706
	CREFI9	9	CREFI	Dealertrack and Divvy	Various	Draper	Utah	84020
	CREFI9.01	9.01	CREFI	Dealertrack	13693 South 200 West	Draper	Utah	84020
	CREFI9.02	9.02	CREFI	Divvy	13705 South 200 West	Draper	Utah	84020
	GSMC10	10	GSMC	The Summit	355 110th Avenue Northeast, 10885 Northeast 4th Street and 320 108th Avenue Northeast	Bellevue	Washington	98004
	CREFI11	11	CREFI	Moonwater Office Portfolio	Various	Las Vegas	Nevada	Various
	CREFI11.01	11.01	CREFI	6543 Las Vegas Boulevard South	6543 South Las Vegas Boulevard	Las Vegas	Nevada	89119
	CREFI11.02	11.02	CREFI	6226 West Sahara Avenue	6226 West Sahara Avenue	Las Vegas	Nevada	89146
	CREFI11.03	11.03	CREFI	10190 Covington Cross Drive	10190 Covington Cross Drive	Las Vegas	Nevada	89144
	CREFI11.04	11.04	CREFI	1450 Center Crossing Road	1450 Center Crossing Road	Las Vegas	Nevada	89144
	CREFI11.05	11.05	CREFI	6551 Las Vegas Boulevard South	6551 South Las Vegas Boulevard	Las Vegas	Nevada	89119
	CREFI11.06	11.06	CREFI	9901-9921 Covington Cross Drive	9901-9921 Covington Cross Drive	Las Vegas	Nevada	89144
	GACC12	12	GACC	Novo Nordisk HQ	800 Scudders Mill Road	Plainsboro	New Jersey	08536
	CREFI13	13	CREFI	The Kirby Collection	3200 Kirby Drive	Houston	Texas	77098
	CREFI14	14	CREFI	Leesburg Plaza	534 East Market Street	Leesburg	Virginia	20176
	CREFI15	15	CREFI	ADS Corporate Headquarters	3085 and 3095 Loyalty Circle	Columbus	Ohio	43219
	CREFI16	16	CREFI	Benefitfocus HQ 	215 Benefitfocus Way 	Charleston	South Carolina	29492
	GSMC17	17	GSMC	425 Eye Street	425 I Street Northwest	Washington	District of Columbia	20001
	CREFI18	18	CREFI	The Onyx	10300 South Wilcrest Drive	Houston	Texas	77099
	CREFI19	19	CREFI	ExchangeRight Net Leased Portfolio #53	Various	Various	Various	Various
	CREFI19.01	19.01	CREFI	Sherwin Williams Distribution Center - Effingham (Wabash), IL	711 West Wabash Avenue	Effingham	Illinois	62401
	CREFI19.02	19.02	CREFI	Schnucks Markets - Farmington (Valley Creek), MO	942 Valley Creek Drive	Farmington	Missouri	63640



 






     


    	 



    

	BMARK 2022-B32 - Mortgage Loan Schedule	 	 	 	 	 
	ID	Loan Number	Mortgage Loan Seller	Mortgage Loan Name	Street Address	City	State	Zip Code
	CREFI19.03	19.03	CREFI	Kroger- Clarkston, MI	6625-6669 Dixie Highway	Clarkston	Michigan	48346
	CREFI19.04	19.04	CREFI	Walgreens - Lincolnton (Main), NC	1230 East Main Street	Lincolnton	North Carolina	28092
	CREFI19.05	19.05	CREFI	WellMed - Corpus Christi (Saratoga), TX	3434 Saratoga Boulevard	Corpus Christi	Texas	78415
	CREFI19.06	19.06	CREFI	Walgreens - Greenville (North), SC	2323 East North Street	Greenville	South Carolina	29607
	CREFI19.07	19.07	CREFI	Walgreens - Orland Park (143rd), IL	11981 West 143rd Street	Orland Park	Illinois	60467
	CREFI19.08	19.08	CREFI	CVS Pharmacy - Tulsa (Harvard), OK	2110 South Harvard Avenue	Tulsa	Oklahoma	74112
	CREFI19.09	19.09	CREFI	Walgreens - Mattydale (Brewerton), NY	2616 Brewerton Road	Mattydale	New York	13211
	CREFI19.10	19.10	CREFI	Walgreens- Shawnee, KS	5455 Roberts Street	Shawnee	Kansas	66226
	CREFI19.11	19.11	CREFI	Walgreens - Watervliet (2nd), NY	1901 2nd Avenue	Watervliet	New York	12189
	CREFI19.12	19.12	CREFI	Walgreens - El Dorado, AR	2135 North West Avenue	El Dorado	Arkansas	71730
	CREFI19.13	19.13	CREFI	Dollar Tree - Powder Springs (Macland), GA	3285 New Macland Road	Powder Springs	Georgia	30127
	CREFI19.14	19.14	CREFI	Dollar General - St. Amant (Highway 22), LA	45274 Highway 22	Saint Amant	Louisiana	70774
	CREFI19.15	19.15	CREFI	Dollar Tree- Batavia (Bauer), OH	2226 Bauer Road	Batavia	Ohio	45103
	CREFI19.16	19.16	CREFI	Sherwin Williams - Waunakee (County), WI	2810 Sarah Lane	Waunakee	Wisconsin	53597
	CREFI19.17	19.17	CREFI	Family Dollar - South Bend (Lincoln), IN	736 Lincoln Way West	South Bend	Indiana	46616
	CREFI19.18	19.18	CREFI	Dollar General - Zachary (Hwy 964), LA	20766 LA-964	Zachary	Louisiana	70791
	CREFI19.19	19.19	CREFI	Webster Bank - Vernon Rockville(Talcottville), CT	475 Talcottville Road	Vernon	Connecticut	06066
	CREFI19.20	19.20	CREFI	Dollar General - Russellville (State 124), AR	2331 State Route 124	Russellville	Arkansas	72802
	CREFI19.21	19.21	CREFI	Dollar General - Uniontown (Connellsville), PA	126 Connellsville Street	Uniontown	Pennsylvania	15401
	CREFI19.22	19.22	CREFI	Dollar General - Tulsa (41st), OK	5801 West 41st Street	Tulsa	Oklahoma	74107
	CREFI19.23	19.23	CREFI	Dollar General - Cordova (Dexter), TN	8271 Dexter Road	Cordova	Tennessee	38016
	CREFI19.24	19.24	CREFI	Dollar Tree - Apollo (North), PA	129 North Plaza	Apollo	Pennsylvania	15613
	CREFI19.25	19.25	CREFI	Dollar General - Toledo (McCord), OH	1121 North McCord Road	Toledo	Ohio	43615
	CREFI20	20	CREFI	Glen Forest Office Portfolio	Various	Richmond	Virginia	Various
	CREFI20.01	20.01	CREFI	Hillcrest	1801 Bayberry Court	Richmond	Virginia	23226
	CREFI20.02	20.02	CREFI	Arrington	1802 Bayberry Court	Richmond	Virginia	23226
	CREFI20.03	20.03	CREFI	Highland II	7229 Forest Avenue	Richmond	Virginia	23226
	CREFI20.04	20.04	CREFI	Meridian	1800 Bayberry Court	Richmond	Virginia	23226
	CREFI20.05	20.05	CREFI	Bayberry	1700 Bayberry Court	Richmond	Virginia	23226
	CREFI20.06	20.06	CREFI	Highland I	7231 Forest Avenue	Richmond	Virginia	23226
	CREFI20.07	20.07	CREFI	Capstone	7100 Forest Avenue	Richmond	Virginia	23226
	CREFI20.08	20.08	CREFI	Forest Plaza I	7201 Glen Forest Drive	Richmond	Virginia	23226
	CREFI20.09	20.09	CREFI	Forest Plaza II	7275 Glen Forest Drive	Richmond	Virginia	23226
	CREFI20.10	20.10	CREFI	Utica	2701 Emerywood Parkway	Richmond	Virginia	23294
	CREFI20.11	20.11	CREFI	Willard	2601 Willard Road	Richmond	Virginia	23294
	GSMC21	21	GSMC	Grede Casting Industrial Portfolio	Various	Various	Various	Various
	GSMC21.01	21.01	GSMC	700 Ash Street	700 Ash Street	Reedsburg	Wisconsin	53959
	GSMC21.02	21.02	GSMC	5200 Foundry Circle	5200 Foundry Circle	Saint Cloud	Minnesota	56303
	GSMC21.03	21.03	GSMC	2700 Plum Street	2700 Plum Street	New Castle	Indiana	47362
	GSMC21.04	21.04	GSMC	801 & 617 South Carpenter Avenue	801 & 617 South Carpenter Avenue	Kingsford	Michigan	49802
	GSMC21.05	21.05	GSMC	N2480 County Road M	N2480 County Road M	Browntown	Wisconsin	53522
	GSMC21.06	21.06	GSMC	W140 N5540 Lilly Road	W140 N5540 Lilly Road	Menomonee Falls	Wisconsin	53051
	GSMC21.07	21.07	GSMC	530 East Main Street	530 East Main Street	Biscoe	North Carolina	27209
	GSMC21.08	21.08	GSMC	210 Ann Avenue	210 Ann Avenue	Brewton	Alabama	36426
	JPMCB22	22	JPMCB	Macon and Winter Garden	Various	Various	Various	Various
	JPMCB22.01	22.01	JPMCB	Winter Garden	851 East Maple Street	Winter Garden	Florida	34787
	JPMCB22.02	22.02	JPMCB	Macon	2525 and 2815 Pio Nono Avenue	Macon	Georgia	31206
	GACC/CREFI23	23	GACC/CREFI	601 Lexington Avenue	601 Lexington Avenue	New York	New York	10022
	CREFI24	24	CREFI	45 Liberty Boulevard	45 Liberty Boulevard	Malvern	Pennsylvania	19355
	JPMCB25	25	JPMCB	Nyberg Portfolio	Various	Tualatin	Oregon	97062
	JPMCB25.01	25.01	JPMCB	Nyberg Rivers	7405-7981 Southwest Nyberg Street	Tualatin	Oregon	97062
	JPMCB25.02	25.02	JPMCB	Nyberg Woods	7061 Southwest Nyberg Street	Tualatin	Oregon	97062
	CREFI26	26	CREFI	Pavilion at North Haven	200 Universal Drive North	North Haven	Connecticut	06473
	GACC27	27	GACC	Sara Lee Portfolio	Various	Various	Various	Various
	GACC27.01	27.01	GACC	2314 Sybrandt Road	2314 Sybrandt Road	Traverse City	Michigan	49684
	GACC27.02	27.02	GACC	110 Sara Lee Road	110 Sara Lee Road	Tarboro	North Carolina	27886
	GACC27.03	27.03	GACC	1528 South Hayford Road	1528 South Hayford Road	Airway Heights	Washington	99000
	GACC27.04	27.04	GACC	105 Ashland Avenue	105 Ashland Avenue	Southbridge	Massachusetts	01550
	CREFI28	28	CREFI	Charcuterie Artisans SLB	1000 Daniele Drive, 105 Davis Drive and 180 Davis Drive	Town of Burrillville	Rhode Island	02839, 02859
	GSMC29	29	GSMC	ABB Office	23000 Harvard Road	Highland Hills	Ohio	44122
	CREFI30	30	CREFI	Value Store It Miami - 7th Ave	9101 Northwest 7th Avenue	Miami	Florida	33150
	JPMCB31	31	JPMCB	Courtyard Alpharetta/Avalon	11700 Amber Park Drive	Alpharetta	Georgia	30009
	CREFI32	32	CREFI	Ocotillo Plaza	2820-2860 South Alma School Road	Chandler	Arizona	85286
	CREFI33	33	CREFI	CityLine Susquehanna Storage Portfolio	Various	Various	Pennsylvania	Various
	CREFI33.01	33.01	CREFI	Ideal Storage  - Lori Lane	80 Lori Lane	Selinsgrove	Pennsylvania	17870
	CREFI33.02	33.02	CREFI	Ideal Storage - Lewisburg	260 Ziegler Road	Lewisburg	Pennsylvania	17837
	CREFI33.03	33.03	CREFI	Ideal Storage - Sunbury	1450 Snydertown Road	Sunbury	Pennsylvania	17801
	CREFI33.04	33.04	CREFI	Ideal Storage  - Old Trail	2070 North Old Trail	Selinsgrove	Pennsylvania	17870
	CREFI33.05	33.05	CREFI	Ideal Storage - Pottsville	97 Westwood Road	Pottsville	Pennsylvania	17901
	CREFI34	34	CREFI	Raleigh GSA	3315 Poole Road	Raleigh	North Carolina	27610
	CREFI35	35	CREFI	CityLine Central PA Storage Portfolio	Various	Various	Pennsylvania	Various
	CREFI35.01	35.01	CREFI	Sinking Spring	830 Mountain Home Road and 1500-02 Frush Valley Road	Sinking Spring, Reading	Pennsylvania	19608, 19605
	CREFI35.02	35.02	CREFI	St. Clair	123 Industrial Park Road	St. Clair	Pennsylvania	17901
	CREFI36	36	CREFI	Urban Light Industrial Portfolio	Various	Bloomington	Minnesota	Various
	CREFI36.01	36.01	CREFI	Cedar Business Center	8100 Old Cedar Avenue South	Bloomington	Minnesota	55425
	CREFI36.02	36.02	CREFI	Victoria Pond Center	4801 West 81st Street	Bloomington	Minnesota	55437
	GSMC37	37	GSMC	AT&T Chicago	2401 West Grace Street	Chicago	Illinois	60618
	GSMC38	38	GSMC	Brickstone Villas	2812 Lake Road	Killeen	Texas	76543
	CREFI39	39	CREFI	Bankwell HQ	258 Elm Street	New Canaan	Connecticut	06840
	GSMC40	40	GSMC	Metro Place	400 Metro Place North	Dublin	Ohio	43017
	CREFI41	41	CREFI	8 E 18th & 310 5th	Various	Various	New York	Various
	CREFI41.01	41.01	CREFI	8 East 18th St	8 East 18th Street	New York	New York	10003
	CREFI41.02	41.02	CREFI	310 5th Ave	310 5th Avenue	Brooklyn	New York	11215
	GSMC42	42	GSMC	WoodSpring McDonough	625 Industrial Boulevard	McDonough	Georgia	30253
	CREFI43	43	CREFI	Lakeville Townhomes	2115 Oxford Square Court	Memphis	Tennessee	38116
	CREFI44	44	CREFI	2374-2386 Grand Concourse	2374-2386 Grand Concourse	Bronx	New York	10458
	CREFI45	45	CREFI	ASM Portfolio	Various	Various	Various	Various
	CREFI45.01	45.01	CREFI	5701 Dickman Rd	5701 West Dickman Road	Battle Creek	Michigan	49037
	CREFI45.02	45.02	CREFI	229 W. Creek Rd	229 West Creek Road	Saint Marys	Pennsylvania	15857
	GACC46	46	GACC	2121 & 2211 Imperial Avenue	2121 & 2211 Imperial Avenue	San Diego	California	92102
	CREFI47	47	CREFI	192 Stuyvesant Ave	192 Stuyvesant Avenue	Brooklyn	New York	11221



 






     


    	 



    

	BMARK 2022-B32 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	ID	Loan Number	Mortgage Loan Seller	Mortgage Loan Name	Mortgage Rate (%)	Original Principal Balance ($)	Cut-off Date Stated Principal Balance ($)	Maturity Date or ARD	Due Date 	Monthly Debt Service (P&I) ($)(1)	Monthly Debt Service (IO) ($)(1)	Servicing Fee Rate (%)	Interest Accrual Method	Letter of Credit	Part of Whole Loan	Leasehold Interest	Current Mezzanine or Subordinate Debt
	JPMCB1	1	JPMCB	Old Chicago Post Office	3.46957%	125,000,000	125,000,000	1/1/2027	1	NAP	366,433.17	0.00875	Actual/360	No	Yes	Fee	Yes
	JPMCB2	2	JPMCB	Bedrock Portfolio	3.77800%	125,000,000	125,000,000	1/1/2029	1	NAP	399,007.52	0.05125	Actual/360	No	Yes	 	No
	JPMCB2.01	2.01	JPMCB	First National Building	 	28,820,000	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.02	2.02	JPMCB	The Qube	 	18,325,000	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.03	2.03	JPMCB	Chrysler House	 	14,325,000	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.04	2.04	JPMCB	1001 Woodward	 	14,232,500	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.05	2.05	JPMCB	One Woodward	 	10,317,500	 	 	 	 	 	 	 	 	 	Leasehold	 
	JPMCB2.06	2.06	JPMCB	The Z Garage	 	8,432,500	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.07	2.07	JPMCB	Two Detroit Garage	 	6,382,500	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.08	2.08	JPMCB	1505 & 1515 Woodward	 	6,040,000	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.09	2.09	JPMCB	1001 Brush Street	 	5,097,500	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.10	2.10	JPMCB	The Assembly	 	3,987,500	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.11	2.11	JPMCB	419 Fort Street Garage	 	3,625,000	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.12	2.12	JPMCB	Vinton	 	2,187,500	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.13	2.13	JPMCB	1401 First Street	 	2,157,500	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB2.14	2.14	JPMCB	Lane Bryant Building	 	1,070,000	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3	3	GACC	Rosewood National Storage 13	3.04900%	108,575,000	108,575,000	1/6/2032	6	NAP	279,702.52	0.00250	Actual/360	No	No	 	No
	GACC3.01	3.01	GACC	Tallahassee	 	18,090,600	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.02	3.02	GACC	Fort Worth	 	15,905,600	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.03	3.03	GACC	Kemah	 	14,932,300	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.04	3.04	GACC	North Charleston	 	8,395,700	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.05	3.05	GACC	Groton	 	7,995,700	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.06	3.06	GACC	Albuquerque	 	7,360,100	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.07	3.07	GACC	Augusta	 	5,889,000	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.08	3.08	GACC	Grandview	 	5,519,400	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.09	3.09	GACC	Louisville	 	5,241,400	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.10	3.10	GACC	Houston	 	5,093,700	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.11	3.11	GACC	Greenwood	 	4,953,800	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.12	3.12	GACC	Miami	 	4,937,600	 	 	 	 	 	 	 	 	 	Fee	 
	GACC3.13	3.13	GACC	Kent	 	4,260,100	 	 	 	 	 	 	 	 	 	Fee	 
	GACC4	4	GACC	CX - 350 & 450 Water Street	2.79200%	101,000,000	101,000,000	11/6/2031	6	NAP	238,257.13	0.00725	Actual/360	No	Yes	Fee	Yes
	GSMC5	5	GSMC	One Wilshire	2.77600%	90,000,000	90,000,000	1/6/2032	6	NAP	211,091.67	0.01250	Actual/360	No	Yes	Fee	No
	GACC6	6	GACC	SVEA New Mexico Portfolio	3.80700%	78,550,000	78,550,000	1/6/2032	6	NAP	252,660.98	0.00250	Actual/360	No	No	 	No
	GACC6.01	6.01	GACC	39 Plaza La Prensa	 	6,302,713	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.02	6.02	GACC	1711 Randolph Road Southeast	 	4,463,880	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.03	6.03	GACC	445 Camino Del Rey Southwest	 	4,190,979	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.04	6.04	GACC	1920 Fifth Street	 	4,190,979	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.05	6.05	GACC	3280 Bridge Boulevard Southwest	 	3,768,633	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.06	6.06	GACC	37 Plaza La Prensa	 	3,417,760	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.07	6.07	GACC	4363 Jager Drive Northeast	 	3,378,774	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.08	6.08	GACC	655 Utah Avenue	 	3,346,286	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.09	6.09	GACC	2536 Ridge Runner Road	 	2,813,479	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.10	6.10	GACC	653 Utah Avenue	 	2,605,555	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.11	6.11	GACC	4359 Jager Drive Northeast	 	2,560,071	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.12	6.12	GACC	221 Llano Estacado	 	2,241,687	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.13	6.13	GACC	1308 Gusdorf Road	 	2,046,757	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.14	6.14	GACC	2540 Camino Ortiz	 	1,988,279	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.15	6.15	GACC	5500 San Antonio Drive Northeast	 	1,949,293	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.16	6.16	GACC	2121 Summit Court	 	1,936,297	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.17	6.17	GACC	2732 North Wilshire Boulevard	 	1,864,823	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.18	6.18	GACC	41 Plaza La Prensa	 	1,806,345	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.19	6.19	GACC	2800 Farmington Avenue	 	1,793,349	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.20	6.20	GACC	1710 East Aztec Avenue	 	1,741,368	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.21	6.21	GACC	5200 Oakland Avenue Northeast	 	1,617,913	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.22	6.22	GACC	3316 North Main Street	 	1,611,415	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.23	6.23	GACC	2141 Summit Court	 	1,422,984	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.24	6.24	GACC	1014 North California Street	 	1,416,486	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.25	6.25	GACC	912 Railroad Avenue	 	1,319,021	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.26	6.26	GACC	1922 Fifth Street	 	1,280,036	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.27	6.27	GACC	1017 East Roosevelt Avenue	 	1,202,064	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.28	6.28	GACC	145 Roy Road	 	1,202,064	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.29	6.29	GACC	1800 East 30th Street	 	1,143,585	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.30	6.30	GACC	5205 Quail Road Northwest	 	961,651	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.31	6.31	GACC	501 East Bender Boulevard	 	909,670	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.32	6.32	GACC	1233 Whittier Street	 	890,177	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.33	6.33	GACC	2520 Ridge Runner Road	 	857,689	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.34	6.34	GACC	26387 US Highway 70	 	857,689	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.35	6.35	GACC	475 Courthouse Road Southeast	 	779,717	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.36	6.36	GACC	7905 Marble Avenue Northeast	 	688,750	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.37	6.37	GACC	2215 West Main Street	 	662,760	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.38	6.38	GACC	2522 Ridge Runner Road	 	519,811	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.39	6.39	GACC	1710 Rio Bravo Boulevard Southwest	 	493,821	 	 	 	 	 	 	 	 	 	Fee	 
	GACC6.40	6.40	GACC	312 East Nizhoni Boulevard	 	305,389	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC7	7	GSMC	JW Marriott Desert Springs	4.99500%	75,000,000	75,000,000	1/6/2027	6	NAP	316,523.44	0.00250	Actual/360	No	Yes	Fee / Leasehold	No
	GSMC8	8	GSMC	Woodmore Towne Centre	3.39000%	75,000,000	75,000,000	1/6/2032	6	NAP	214,817.71	0.00250	Actual/360	No	Yes	Fee	No
	CREFI9	9	CREFI	Dealertrack and Divvy	4.39000%	74,500,000	74,500,000	1/6/2027	6	NAP	276,331.19	0.00250	Actual/360	No	No	 	No
	CREFI9.01	9.01	CREFI	Dealertrack	 	37,760,274	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI9.02	9.02	CREFI	Divvy	 	36,739,726	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC10	10	GSMC	The Summit	2.95200%	65,000,000	65,000,000	2/6/2029	6	NAP	162,120.83	0.02625	Actual/360	No	Yes	Fee	Yes
	CREFI11	11	CREFI	Moonwater Office Portfolio	4.25000%	63,000,000	63,000,000	1/6/2032	6	309,922.13	226,223.96	0.00250	Actual/360	No	Yes	 	No
	CREFI11.01	11.01	CREFI	6543 Las Vegas Boulevard South	 	24,782,897	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI11.02	11.02	CREFI	6226 West Sahara Avenue	 	14,994,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI11.03	11.03	CREFI	10190 Covington Cross Drive	 	7,223,276	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI11.04	11.04	CREFI	1450 Center Crossing Road	 	7,196,121	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI11.05	11.05	CREFI	6551 Las Vegas Boulevard South	 	5,023,707	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI11.06	11.06	CREFI	9901-9921 Covington Cross Drive	 	3,780,000	 	 	 	 	 	 	 	 	 	Fee	 
	GACC12	12	GACC	Novo Nordisk HQ	2.83800%	60,000,000	60,000,000	11/6/2026	6	NAP	143,870.83	0.00250	Actual/360	No	Yes	Fee	No
	CREFI13	13	CREFI	The Kirby Collection	2.94000%	55,000,000	55,000,000	1/6/2032	6	NAP	136,621.53	0.03125	Actual/360	No	Yes	Fee	No
	CREFI14	14	CREFI	Leesburg Plaza	3.17000%	48,490,000	48,490,000	1/6/2032	6	NAP	129,873.51	0.01250	Actual/360	No	No	Fee	No
	CREFI15	15	CREFI	ADS Corporate Headquarters	3.83000%	47,400,000	47,400,000	1/6/2032	6	221,674.06	153,386.18	0.00250	Actual/360	No	No	Fee	No
	CREFI16	16	CREFI	Benefitfocus HQ 	3.99000%	40,000,000	40,000,000	1/1/2027	1	NAP	134,847.22	0.01250	Actual/360	No	No	Fee	No
	GSMC17	17	GSMC	425 Eye Street	2.94100%	39,818,000	39,818,000	1/6/2029	6	NAP	98,942.66	0.00250	Actual/360	No	Yes	Fee	No
	CREFI18	18	CREFI	The Onyx	3.93421%	38,000,000	38,000,000	12/6/2031	6	NAP	126,313.64	0.00250	Actual/360	No	No	Fee	Yes
	CREFI19	19	CREFI	ExchangeRight Net Leased Portfolio #53	3.45300%	30,000,000	30,000,000	1/1/2027	1	NAP	87,523.96	0.00250	Actual/360	No	Yes	 	No
	CREFI19.01	19.01	CREFI	Sherwin Williams Distribution Center - Effingham (Wabash), IL	 	11,550,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.02	19.02	CREFI	Schnucks Markets - Farmington (Valley Creek), MO	 	2,093,023	 	 	 	 	 	 	 	 	 	Fee	 



 


 



     


    	 



    

 


	BMARK 2022-B32 - Mortgage Loan Schedule	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


	ID	Loan Number	Mortgage Loan Seller	Mortgage Loan Name	Mortgage Rate (%)	Original Principal Balance ($)	Cut-off Date Stated Principal Balance ($)	Maturity Date or ARD	Due Date 	Monthly Debt Service (P&I) ($)(1)	Monthly Debt Service (IO) ($)(1)	Servicing Fee Rate (%)	Interest Accrual Method	Letter of Credit	Part of Whole Loan	Leasehold Interest	Current Mezzanine or Subordinate Debt
	CREFI19.03	19.03	CREFI	Kroger- Clarkston, MI	 	1,587,209	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.04	19.04	CREFI	Walgreens - Lincolnton (Main), NC	 	1,534,884	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.05	19.05	CREFI	WellMed - Corpus Christi (Saratoga), TX	 	1,360,465	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.06	19.06	CREFI	Walgreens - Greenville (North), SC	 	1,360,465	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.07	19.07	CREFI	Walgreens - Orland Park (143rd), IL	 	1,346,512	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.08	19.08	CREFI	CVS Pharmacy - Tulsa (Harvard), OK	 	1,308,140	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.09	19.09	CREFI	Walgreens - Mattydale (Brewerton), NY	 	1,046,512	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.10	19.10	CREFI	Walgreens- Shawnee, KS	 	1,037,791	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.11	19.11	CREFI	Walgreens - Watervliet (2nd), NY	 	969,767	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.12	19.12	CREFI	Walgreens - El Dorado, AR	 	648,837	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.13	19.13	CREFI	Dollar Tree - Powder Springs (Macland), GA	 	380,233	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.14	19.14	CREFI	Dollar General - St. Amant (Highway 22), LA	 	380,233	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.15	19.15	CREFI	Dollar Tree- Batavia (Bauer), OH	 	373,256	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.16	19.16	CREFI	Sherwin Williams - Waunakee (County), WI	 	361,047	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.17	19.17	CREFI	Family Dollar - South Bend (Lincoln), IN	 	357,558	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.18	19.18	CREFI	Dollar General - Zachary (Hwy 964), LA	 	334,884	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.19	19.19	CREFI	Webster Bank - Vernon Rockville(Talcottville), CT	 	327,907	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.20	19.20	CREFI	Dollar General - Russellville (State 124), AR	 	310,465	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.21	19.21	CREFI	Dollar General - Uniontown (Connellsville), PA	 	305,233	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.22	19.22	CREFI	Dollar General - Tulsa (41st), OK	 	286,047	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.23	19.23	CREFI	Dollar General - Cordova (Dexter), TN	 	258,140	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.24	19.24	CREFI	Dollar Tree - Apollo (North), PA	 	240,698	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI19.25	19.25	CREFI	Dollar General - Toledo (McCord), OH	 	240,698	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20	20	CREFI	Glen Forest Office Portfolio	3.48000%	30,000,000	30,000,000	12/6/2026	6	NAP	88,208.33	0.00250	Actual/360	No	Yes	 	No
	CREFI20.01	20.01	CREFI	Hillcrest	 	5,702,338	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.02	20.02	CREFI	Arrington	 	5,360,198	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.03	20.03	CREFI	Highland II	 	3,729,329	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.04	20.04	CREFI	Meridian	 	3,506,938	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.05	20.05	CREFI	Bayberry	 	2,452,005	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.06	20.06	CREFI	Highland I	 	2,278,084	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.07	20.07	CREFI	Capstone	 	2,155,484	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.08	20.08	CREFI	Forest Plaza I	 	1,767,725	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.09	20.09	CREFI	Forest Plaza II	 	1,482,608	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.10	20.10	CREFI	Utica	 	1,191,789	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI20.11	20.11	CREFI	Willard	 	373,504	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC21	21	GSMC	Grede Casting Industrial Portfolio	3.73300%	30,000,000	30,000,000	12/6/2028	6	NAP	94,621.18	0.00250	Actual/360	No	Yes	 	No
	GSMC21.01	21.01	GSMC	700 Ash Street	 	7,238,557	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC21.02	21.02	GSMC	5200 Foundry Circle	 	6,456,502	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC21.03	21.03	GSMC	2700 Plum Street	 	5,019,703	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC21.04	21.04	GSMC	801 & 617 South Carpenter Avenue	 	3,273,719	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC21.05	21.05	GSMC	N2480 County Road M	 	2,182,480	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC21.06	21.06	GSMC	W140 N5540 Lilly Road	 	2,073,356	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC21.07	21.07	GSMC	530 East Main Street	 	1,927,857	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC21.08	21.08	GSMC	210 Ann Avenue	 	1,827,826	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB22	22	JPMCB	Macon and Winter Garden	3.75000%	28,480,000	28,480,000	1/1/2032	1	NAP	90,236.11	0.00250	Actual/360	No	No	 	No
	JPMCB22.01	22.01	JPMCB	Winter Garden	 	14,912,656	 	 	 	 	 	 	 	 	 	Fee	 
	JPMCB22.02	22.02	JPMCB	Macon	 	13,567,344	 	 	 	 	 	 	 	 	 	Fee	 
	GACC/CREFI23	23	GACC/CREFI	601 Lexington Avenue	2.79196%	25,000,000	25,000,000	1/9/2032	9	NAP	58,973.69	0.00625	Actual/360	No	Yes	Fee / Leasehold	Yes
	CREFI24	24	CREFI	45 Liberty Boulevard	3.57000%	24,502,500	24,502,500	1/6/2032	6	110,986.83	73,907.37	0.00250	Actual/360	No	No	Fee	No
	JPMCB25	25	JPMCB	Nyberg Portfolio	3.64100%	23,900,000	23,900,000	12/5/2031	5	NAP	73,523.76	0.01250	Actual/360	No	Yes	 	No
	JPMCB25.01	25.01	JPMCB	Nyberg Rivers	 	12,522,254	 	 	 	 	 	 	 	 	 	Leasehold	 
	JPMCB25.02	25.02	JPMCB	Nyberg Woods	 	11,377,746	 	 	 	 	 	 	 	 	 	Leasehold	 
	CREFI26	26	CREFI	Pavilion at North Haven	3.82000%	23,500,000	23,467,534	1/6/2032	6	109,767.70	NAP	0.00250	Actual/360	No	No	Fee	No
	GACC27	27	GACC	Sara Lee Portfolio	3.85500%	23,150,000	23,150,000	12/6/2031	6	NAP	75,402.28	0.00250	Actual/360	No	Yes	 	No
	GACC27.01	27.01	GACC	2314 Sybrandt Road	 	11,286,180	 	 	 	 	 	 	 	 	 	Fee	 
	GACC27.02	27.02	GACC	110 Sara Lee Road	 	10,219,770	 	 	 	 	 	 	 	 	 	Fee	 
	GACC27.03	27.03	GACC	1528 South Hayford Road	 	1,148,613	 	 	 	 	 	 	 	 	 	Fee	 
	GACC27.04	27.04	GACC	105 Ashland Avenue	 	495,437	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI28	28	CREFI	Charcuterie Artisans SLB	3.71000%	23,000,000	23,000,000	12/6/2031	6	NAP	72,095.95	0.00250	Actual/360	No	Yes	Fee	No
	GSMC29	29	GSMC	ABB Office	3.42100%	22,262,500	22,262,500	1/6/2030	6	NAP	64,348.16	0.00250	Actual/360	No	No	Fee	No
	CREFI30	30	CREFI	Value Store It Miami - 7th Ave	3.53000%	18,300,000	18,300,000	1/6/2032	6	NAP	54,580.17	0.03125	Actual/360	No	No	Fee	No
	JPMCB31	31	JPMCB	Courtyard Alpharetta/Avalon	4.05200%	18,000,000	18,000,000	12/1/2031	1	NAP	61,624.17	0.00250	Actual/360	No	No	Fee	No
	CREFI32	32	CREFI	Ocotillo Plaza	3.70000%	17,000,000	16,975,916	1/6/2032	6	78,248.11	NAP	0.00250	Actual/360	No	No	Fee	No
	CREFI33	33	CREFI	CityLine Susquehanna Storage Portfolio	3.58000%	13,100,000	13,100,000	1/6/2032	6	NAP	39,624.47	0.00250	Actual/360	No	No	 	No
	CREFI33.01	33.01	CREFI	Ideal Storage  - Lori Lane	 	4,000,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI33.02	33.02	CREFI	Ideal Storage - Lewisburg	 	4,000,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI33.03	33.03	CREFI	Ideal Storage - Sunbury	 	2,050,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI33.04	33.04	CREFI	Ideal Storage  - Old Trail	 	1,650,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI33.05	33.05	CREFI	Ideal Storage - Pottsville	 	1,400,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI34	34	CREFI	Raleigh GSA	3.71000%	12,870,000	12,870,000	1/6/2032	6	NAP	40,342.39	0.00250	Actual/360	No	No	Fee	No
	CREFI35	35	CREFI	CityLine Central PA Storage Portfolio	3.58000%	12,000,000	12,000,000	1/6/2032	6	NAP	36,297.22	0.00250	Actual/360	No	No	 	No
	CREFI35.01	35.01	CREFI	Sinking Spring	 	9,000,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI35.02	35.02	CREFI	St. Clair	 	3,000,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI36	36	CREFI	Urban Light Industrial Portfolio	3.45000%	11,250,000	11,250,000	1/6/2032	6	50,204.06	32,792.97	0.00250	Actual/360	No	No	 	No
	CREFI36.01	36.01	CREFI	Cedar Business Center	 	6,500,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI36.02	36.02	CREFI	Victoria Pond Center	 	4,750,000	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC37	37	GSMC	AT&T Chicago	3.66500%	10,170,000	10,170,000	1/6/2032	6	NAP	31,492.28	0.00250	Actual/360	No	No	Fee	No
	GSMC38	38	GSMC	Brickstone Villas	4.14100%	8,320,000	8,320,000	1/6/2032	6	NAP	29,109.70	0.00250	Actual/360	No	No	Fee	No
	CREFI39	39	CREFI	Bankwell HQ	3.74000%	8,200,000	8,200,000	1/6/2032	6	NAP	25,911.62	0.00250	Actual/360	No	No	Fee	No
	GSMC40	40	GSMC	Metro Place	4.34000%	8,150,000	8,139,935	1/6/2027	6	40,523.68	NAP	0.00250	Actual/360	No	No	Fee	No
	CREFI41	41	CREFI	8 E 18th & 310 5th	3.87000%	8,050,000	8,050,000	2/6/2032	6	NAP	26,321.82	0.00250	Actual/360	No	No	 	No
	CREFI41.01	41.01	CREFI	8 East 18th St	 	5,364,603	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI41.02	41.02	CREFI	310 5th Ave	 	2,685,397	 	 	 	 	 	 	 	 	 	Fee	 
	GSMC42	42	GSMC	WoodSpring McDonough	5.13500%	8,000,000	7,991,766	1/6/2029	6	43,608.19	NAP	0.00250	Actual/360	No	No	Fee	No
	CREFI43	43	CREFI	Lakeville Townhomes	3.80000%	7,170,000	7,170,000	1/6/2027	6	NAP	23,020.35	0.00250	Actual/360	No	No	Fee	No
	CREFI44	44	CREFI	2374-2386 Grand Concourse	3.61000%	6,825,000	6,825,000	1/6/2032	6	NAP	20,817.04	0.00250	Actual/360	No	No	Fee	No
	CREFI45	45	CREFI	ASM Portfolio	3.80000%	6,110,000	6,101,523	1/6/2032	6	28,469.99	NAP	0.00250	Actual/360	No	No	 	No
	CREFI45.01	45.01	CREFI	5701 Dickman Rd	 	4,400,000	 	 	 	 	 	 	 	 	 	Fee	 
	CREFI45.02	45.02	CREFI	229 W. Creek Rd	 	1,710,000	 	 	 	 	 	 	 	 	 	Fee	 
	GACC46	46	GACC	2121 & 2211 Imperial Avenue	3.40000%	6,000,000	6,000,000	1/6/2032	6	NAP	17,236.11	0.00250	Actual/360	No	No	Fee	No
	CREFI47	47	CREFI	192 Stuyvesant Ave	3.75000%	2,275,000	2,275,000	12/6/2031	6	NAP	7,208.12	0.00250	Actual/360	No	No	Fee	No



 


 



     


    	 



    







EXHIBIT C


FORM OF INVESTMENT REPRESENTATION LETTER


 


Computershare Trust Company, National
Association

as Certificate Registrar


600 South 4th Street, 7th Floor


Minneapolis, Minnesota 55415


Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh


		Re:	Transfer of Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of Benchmark 2022-B32 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2022-B32 (the “Certificates”) and the RR Interest Owners in connection with
the transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”) of $_______________
aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and not otherwise
defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


1.       Check
one of the following:*


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is
an “accredited investor” (an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1),
(2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in
which






 



* Purchaser must include one of the following two
certifications.




    	 	Exhibit C-1	 



     


    


all of the equity owners come within such
paragraphs and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks
of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk
of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own account
or for one or more accounts, each of which is an Institutional Accredited Investor, as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust Fund for any costs incurred by it in connection with this transfer.


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within the
meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is being made
in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to
paragraph (d)(4)(i) of Rule 144A.



2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to, or
for resale in connection with, any distribution thereof, or (ii) to Institutional Accredited Investors, subject in the case of clause (ii) above
to (w) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate
Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is
in compliance with the Securities Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate
Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a
written undertaking to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. The Purchaser understands
that the Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions)
as expressed herein.


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the Registered Certificates (collectively, the “Prospectus”)
(and, with respect to the Non-Registered Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum
related to such Non-Registered Certificates) and the agreements and other materials referred to therein and has had the opportunity to
ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Prospectus.


4.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified
under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be reoffered,
resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.




    	 	Exhibit C-2	 



     


    



5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner
of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a
signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present
and future.


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


7.       Check
one of the following:**


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service
(“IRS”) Form W-9 (or successor form).



		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate.
The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form, as applicable),
which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii)
IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two
duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate
and state that interest and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively
connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS
Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other
certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.



For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided in
applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or
the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control
all substantial decisions of such trust (or, to the extent





 



** Each
Purchaser must include one of the two alternative certifications.




*** Does not apply to a transfer of Class R Certificates.




    	 	Exhibit C-3	 



     


    






provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


8.       Please
make all payments due on the Certificates:****


	 	☐	(a)     	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:









	 	Bank:		 



	 	ABA #:	 	 



		Account #:	 	




	 	Attention:	 	 









	 	☐	(b)     	by mailing a check or draft to the following address:










	 	 	 
	 	 	 
	 	 	 
	 	 	 	 


    


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts
or other pass-through entities by a Disqualified Non-U.S. Tax Person.


	 	 
	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 		Title:
	 	 	 
	 	 	 
	Dated:	 	 



 





 



**** Only to be filled out by Purchasers of Definitive
Certificates. Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s
Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    	 	Exhibit C-4	 



     


    



EXHIBIT D-1


Form
of Transferee Affidavit


[Date]


 


Computershare Trust Company, National
Association

as Certificate Registrar


600 South 4th Street, 7th Floor


Minneapolis, Minnesota 55415


Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


		Re:	Benchmark 2022-B32 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 (the “Certificates”) issued pursuant
to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of February 1, 2022, between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer.











	STATE OF 	)	 
	 	)        	ss.:
	COUNTY OF               	)	 





I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being
first sworn, depose and say that:


1.       I
am a [______] of [______] (the “Purchaser”), on behalf
of which I have the authority to make this affidavit.


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC” or “Trust REMIC”)
designated as the (i)  “Lower-Tier REMIC”
and (ii) “Upper-Tier REMIC”, respectively, relating
to the Certificates for which an election is to be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).


3.       The
Purchaser is not a “Disqualified Organization” (as
defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee of, or with
a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization. For the purposes
hereof, a Disqualified Organization is any of the following: (i) the United States, any State or political subdivision thereof, any
possession of the United States or any agency or instrumentality of any of the foregoing (other




    	 	Exhibit D-1-1	 



     


    


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


4.        The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


5.        The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].


6.        No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


7.        The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the Purchaser or any other person.


8.        Check
the applicable paragraph:


☐       The present value
of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:


(i)        the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


(ii)       the
present value of the expected future distributions on such Class R Certificate; and


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.




    	 	Exhibit D-1-2	 



     


    


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the corporate income tax rate (but the tax rate in Section 55(b)(1)(B) of the
Code may be used instead if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


☐         The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


(i)        the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to
which income from the Class R Certificate will only be taxed in the United States;


(ii)      at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of
U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


(iii)      the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


(iv)     the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and
other factors specific to the Purchaser) that it has determined in good faith.


☐       None of the above.


9.        The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser
intends to pay taxes associated with holding the Class R Certificates as they become due.


10.      The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


11.      The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the
Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially
the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer if it knows
or believes that any representation contained in such affidavit and agreement is false.




    	 	Exhibit D-1-3	 



     


    


12.      The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted
Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a Permitted Transferee.


13.      The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


14.      The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is
set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


15.      The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC
pursuant to Section 10.01 of the Pooling and Servicing Agreement.


Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.


	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 	 	Title:



 


 




    	 	Exhibit D-1-4	 



     


    


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that
they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.





	 	 	 
	 	 	 
		 	 
		 	NOTARY PUBLIC in and for the
		 	State
    of                                  
	[SEAL]	 	 	 
	 	 	 	 
	My Commission expires:	 	 	 
				
	 	 	 	 
	 	 	 	 
	                              	 	 	 


 






 




    	 	Exhibit D-1-5	 



     


    


EXHIBIT D-2


FORM OF TRANSFEROR LETTER


[Date]


 


Computershare Trust Company, National
Association

as Certificate Registrar


600 South 4th Street, 7th Floor


Minneapolis, Minnesota 55415


Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


 


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 (the “Certificates”)



Ladies and Gentlemen:


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you,
as Certificate Registrar, that:


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede
the assessment or collection of any tax.


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is false.


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated
by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that
the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates
may not be




    	 	Exhibit D-2-1	 



     


    



respected for United States income tax purposes
(and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted
such an investigation. 


	 	 	 
	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	 
	 	 	(Transferor)
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    	 	Exhibit D-2-2	 



     


    


EXHIBIT
D-3


Form
of Transferee CERTIFICATE FOR TRANSFERS

OF THE CLASS RR CERTIFICATES


[Date]


 


Computershare Trust Company, National Association

   as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2022-B32


 


JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179


Attention: Kunal K. Singh


 


J.P. Morgan Chase Commercial Mortgage
Securities Corp.


383 Madison Avenue, 8th Floor


New York, New York 10179


Attention: Kunal K. Singh


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of February 1, 2022, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special
Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as
Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer



[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term is defined
in the Risk Retention Rule or as Depositor that:


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the Class RR Certificates (the “Retained
Certificates”), from [_____] (the “Transferor”).



		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Retained Certificate
by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, a
certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not





    	 	Exhibit D-3-1	 



     


    


consummate any such transfer if it knows
or believes that any representation contained in such certificate is false.


		3.	Any transfer of a Retained Certificate to an insurance company general account relying on Sections I and
III of PTCE 95-60 will be effected through J.P. Morgan Securities LLC, Deutsche Bank Securities, Inc., Citigroup Global Markets Inc.,
Goldman Sachs & Co. LLC, Drexel Hamilton, LLC or Academy Securities, Inc.



		4.	Check one of the following:



☐       The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is defined
in the Risk Retention Rule or the Depositor that the transfer will occur during the Transfer Restriction Period and that the transfer
will comply with all applicable requirements of the Risk Retention Rule.


☐       The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term is defined
in the Risk Retention Rule or as Depositor, that the transfer will occur after the termination of the Transfer Restriction Period.


   Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


   IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day of [____],
20[__].


	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 	 	Title:





 


 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION





	 	 	 
	By:		 
		Name:	 
	 	Title:	 


 


 




    	 	Exhibit D-3-2	 



     


    


EXHIBIT
D-4


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF THE CLASS RR CERTIFICATES


[Date]


 


Computershare Trust Company, National Association

   as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2022-B32


 


JPMorgan Chase Bank, National Association


383 Madison Avenue, 8th Floor


New York, New York 10179


Attention: Kunal K. Singh


 


J.P. Morgan Chase Commercial Mortgage
Securities Corp.


383 Madison Avenue, 8th Floor


New York, New York 10179


Attention: Kunal K. Singh


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 (the “Certificates”)



Ladies and Gentlemen:


This is delivered to you
in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate
Balance of the Class RR Certificates (the “Retained Certificates”). The Certificates were issued pursuant to the Pooling
and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you that:


		1.	The transfer is in compliance with Sections 5.01, 5.02 and 5.03 of the Pooling and Servicing Agreement.



		2.	Any transfer of a Certificate evidencing a Retained Certificate to an insurance company general account
relying on Sections I and III of PTCE 95-60 will be effected through J.P.





    	 	Exhibit D-4-1	 



     


    


Morgan Securities LLC, Deutsche Bank
Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Drexel Hamilton, LLC or Academy Securities, Inc.


		3.	Check one of the following:



		☐	The Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor”
as such term is defined in the Risk Retention Rule or the Depositor that the transfer will occur during the Transfer Restriction Period
and that the transfer will comply with all applicable requirements of the Risk Retention Rule.



		☐	The Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor that the
transfer will occur after the termination of the Transfer Restriction Period.



		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form
attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any representation
contained therein is false.



IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day of [____],
20[__].


	 	 	 
	 	 	 
	 	 	[TRANSFEROR]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION


 


	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 







    	 	Exhibit D-4-2	 



     


    


EXHIBIT
D-5


Form
of Transferee CERTIFICATE FOR TRANSFERS

OF THE RR INTEREST


[Date]


 


Computershare Trust Company, National Association


   as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045


Attention: Risk Retention Custody – Benchmark 2022-B32


 


JPMorgan Chase Bank, National Association

383 Madison Avenue, 8th Floor

New York, New York 10179


Attention: Kunal K. Singh


 


J.P. Morgan Chase Commercial Mortgage
Securities Corp.


383 Madison Avenue, 8th Floor


New York, New York 10179


Attention: Kunal K. Singh


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of February 1, 2022, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special
Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as
Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer



[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term is defined
in the Risk Retention Rule or as Depositor that:


		5.	The Purchaser is acquiring $[_____] RR Interest Balance of the RR Interest (the “Retained Interest”),
from [_____] (the “Transferor”).



		6.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Retained 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





    	 	Exhibit D-5-1	 



     


    



consummate any such transfer if it knows
or believes that any representation contained in such certificate is false.


		7.	The Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary
responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law (“Similar
Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”)
or (b) any person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA).



		8.	Check one of the following:



☐       The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is defined
in the Risk Retention Rule or the Depositor that the transfer will occur during the Transfer Restriction Period and that the transfer
will comply with all applicable requirements of the Risk Retention Rule.


☐       The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term is defined
in the Risk Retention Rule or as Depositor, that the transfer will occur after the termination of the Transfer Restriction Period.


   Capitalized terms used but
not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


   IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this
[__] day of [____], 20[__].


	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 	 	Title:





 


 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION


 


	 	 	 
	By:	 	 
	 	Name:	 
	 		 







    	 	Exhibit D-5-2	 



     


    





	 	 	 
	 	Title:	 







    	 	Exhibit D-5-3	 



     


    


EXHIBIT
D-6


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF THE RR INTEREST


[Date]


 


Computershare Trust Company, National Association

   as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2022-B32


 


JPMorgan Chase Bank, National Association


383 Madison Avenue, 8th Floor


New York, New York 10179


Attention: Kunal K. Singh


 


J.P. Morgan Chase Commercial Mortgage
Securities Corp.


383 Madison Avenue, 8th Floor


New York, New York 10179


Attention: Kunal K. Singh


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 (the “Certificates”)



Ladies and Gentlemen:


This is delivered to you
in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] RR Interest
Balance of the RR Interest (the “Retained Interest”). The Certificates were issued and the RR Interest was created
pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare
Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you that:


		9.	The transfer is in compliance with Sections 5.01, 5.02 and 5.03 of the Pooling and Servicing Agreement.



		10.	The Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary
responsibility provisions of the Employee Retirement Income





    	 	Exhibit D-6-1	 



     


    


Security Act of 1974, as amended (“ERISA”),
or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law (“Similar
Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”)
or (b) any person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA).


		11.	Check one of the following:



		☐	The Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor”
as such term is defined in the Risk Retention Rule or the Depositor that the transfer will occur during the Transfer Restriction Period
and that the transfer will comply with all applicable requirements of the Risk Retention Rule.



		☐	The Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor that the
transfer will occur after the termination of the Transfer Restriction Period.



		12.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form
attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any representation
contained therein is false.



IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day of [____],
20[__].


	 	 	 
	 	 	 
	 	 	[TRANSFEROR]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION


 


 


	 	 	 
	 	 	 
	By:		 










    	 	Exhibit D-6-2	 



     


    





	 	 	 
	 	 	 
		Name:	 
	 	Title:	 







    	 	Exhibit D-6-3	 



     


    


 


EXHIBIT E


FORM OF REQUEST FOR RELEASE

(for Custodian)


	Loan
    Information
	 	Name of Mortgagor:	
	 	[Master Servicer]	
		[Special Servicer] 

Loan No.:	
	Custodian
	 	Name:	Computershare Trust Company,
    National Association
	 	Address:	1055 10th Ave SE

    Minneapolis, Minnesota 55414

    Attn: Document Custody Group: Benchmark 2022-B32
	 	Custodian/Trustee

Mortgage File No.:	
	Depositor
	 	Name:	J.P. Morgan Chase Commercial
    Mortgage Securities 

Corp.
	 	Address:	383
                                            Madison Avenue, 8th Floor, New York, New York 

10179, Attention: Kunal K. Singh

                                            


	 	Certificates:	Benchmark 2022-B32 Mortgage
    Trust, Commercial 

Mortgage Pass-Through Certificates, Series 2022-B32


The undersigned [Master Servicer]
[Special Servicer] hereby requests delivery from Computershare Trust Company, National Association, as custodian (the “Custodian”)
on behalf of Wilmington Trust, National Association, as trustee (the “Trustee”), for the Holders of Benchmark 2022-B32
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and the RR Interest Owners, the documents referred to below
(the “Documents”). All capitalized terms not otherwise defined in this Request for Release shall have the meanings
given them in the Pooling and Servicing Agreement dated as of February 1, 2022, between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association,
as Special Servicer, Computershare Trust Company, National Association, as Certificate




    	 	Exhibit E-1-1	 



     


    


Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer (the “Pooling and Servicing
Agreement”).


	 	( )		 




	 	( )		 




	 	( )		 




	 	( )		 




The undersigned [Master Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Pooling and Servicing Agreement.


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Pooling
and Servicing Agreement.


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage
Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted to the Collection
Account except as expressly provided in the Pooling and Servicing Agreement.


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [Special
Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer] shall keep the
Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s] possession, custody
or control.


	 	 	 
	 	 	 
	 	[____________]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





Date:                             




    	 	Exhibit E-1-2	 



     


    


EXHIBIT F-1


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES (OTHER THAN CLASS R AND CLASS S CERTIFICATES)


 


Computershare Trust Company, National Association


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Real Estate Structured Finance – Securitization Group


		Re: 	Transfer of Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through 

Certificates, Series 2022-B32



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase US$[___] initial [aggregate] [Certificate Balance][Notional Amount] in the Benchmark 2022-B32 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2022-B32, Class [X-FG][X-H][X-NR][F][G][H][J][K][RR] issued pursuant to that certain Pooling
and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you as follows:


1.       The
Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan
subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using the assets of any such
Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or




    	 	Exhibit F-1-1	 



     


    


Plans and the application of Department of
Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its “insurance
company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”)
95-60) under circumstances whereby the purchase and holding of Certificates by such insurance company will be exempt from the prohibited
transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or, with respect to a Plan subject to Similar Law,
where the purchase, holding and disposition of the Certificates by such Plan will not constitute or result in a non-exempt violation of
applicable Similar Law).


2.       The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide to the
Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute
or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975 of the Code or a non-exempt
violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer
(including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer, the Initial Purchasers, the Underwriters, the
Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or liabilities
under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing Agreement,
which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer (including, for the avoidance
of doubt, any Excluded Special Servicer), any sub-servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust Fund.


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


	 	 	 
	 	 	 
	 	Very truly yours,
	 	 	 
	 	 
	 	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





Date:                             




    	 	Exhibit F-1-2	 



     


    


EXHIBIT F-2


Form
of ERISA Representation Letter

regarding [Class S CERTIFICATES][cLASS R Certificates][rr iNTEREST]


[Date]


 


Computershare Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


 


[Transferor]


[______]


[______]


Attention: [______]


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32



Ladies and Gentlemen:


The undersigned (the “Purchaser”)
proposes to purchase [$[__] aggregate Certificate Balance] [[__]% Percentage Interest] in the Benchmark 2022-B32 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2022-B32, [Class [S][R] Certificates (the
“Class [S][R] Certificate”) issued][the RR Interest created] pursuant to that certain Pooling and Servicing Agreement
dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National
Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National
Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Capitalized terms
used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the [Class [S][R] Certificate][RR Interest], the Purchaser
is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal Revenue Code of 1986,
as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any
federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”)
or (b) any person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets include Plan assets
within the meaning of




    	 	Exhibit F-2-1	 



     


    


Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such [Class [S][R] Certificate][RR Interest].


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    	 	Exhibit F-2-2	 



     


    


EXHIBIT G


FORM OF DISTRIBUTION DATE STATEMENT








 


 




    	 	Exhibit G-1	 



     


    

 





 


	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 



 



	Table of Contents
	Section	Pages
	Certificate Distribution Detail	2-3
	Certificate Factor Detail	4
	Certificate Interest Reconciliation Detail	5
	Additional Information	6
	Bond / Collateral Reconciliation - Cash Flows	7
	Bond / Collateral Reconciliation - Balances	8
	Current Mortgage Loan and Property Stratification	9-13
	Mortgage Loan Detail (Part 1)	14
	Mortgage Loan Detail (Part 2)	15
	Principal Prepayment Detail	16
	Historical Detail	17
	Delinquency Loan Detail	18
	Collateral Stratification and Historical Detail	19
	Specially Serviced Loan Detail - Part 1	20
	Specially Serviced Loan Detail - Part 2	21
	Modified Loan Detail	22
	Historical Liquidated Loan Detail	23
	Historical Bond / Collateral Loss Reconciliation Detail	24
	Interest Shortfall Detail - Collateral Level	25
	Supplemental Notes	26
	 	 
	 	 






	Contacts
	  Role	Party and Contact Information
	Depositor	J.P. Morgan Chase Commercial Mortgage Securities Corp.	 	 
	 	Kunal K. Singh	 	US_CMBS_Notice@jpmorgan.com
	 	383 Madison Avenue, 8th Floor | New York, NY 10179
	Certificate Administrator	Computershare Trust Company, N.A.	 	 
	 	Corporate Trust Services (CMBS)	 	cts.cmbs.bond.admin@wellsfargo.com; trustadministrationgroup@wellsfargo.com
	 	9062 Old Annapolis Road | Columbia, MD 21045
	Master Servicer	Midland Loan Services, a Division of PNC Bank, National Association	 	 
	 	Executive Vice President – Division Head	 	NoticeAdmin@midlandls.com
	 	10851 Mastin Street, Suite 700 | Overland Park, KS 66210
	Special Servicer	KeyBank National Association	 	 
	 	Attention: Michael Tilden	(877) 379-1625	Michael_a_tilden@keybank.com
	 	11501 Outlook Street, Suite 300 | Overland Park, KS 66211
	Operating Advisor & Asset Representations Reviewer	Pentalpha Surveillance LLC	 	 
	 	Don Simon	(203) 660-6100	 
	 	375 North French Road, Suite 100 | Amherst, NY 14228
	Trustee	Wilmington Trust, National Association	 	 
	 	CMBS Trustee	(302) 636-4140	CMBSTrustee@wilmingtontrust.com
	 	1100 North Market Street | Wilmington, DE 19890







	 	This report is compiled by Computershare Trust Company, N.A. from information provided by third parties. Computershare Trust Company,
N.A. has not independently confirmed the accuracy of the information.
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices and any credit risk retention notices.
In addition, certificate holders may register online for email notification when special notices are posted. For information or assistance
please call 866-846-4526.


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 1 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Certificate Distribution Detail
	Class	CUSIP	Pass-Through Rate (2)	 	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Penalties	Realized Losses	Total Distribution	Ending Balance	Current Credit Support1	Original Credit Support1
	Regular Certificates
	A-1	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-2	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-3	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-4	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-5	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-SB	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-S	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	B	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	C	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	A-2A1	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	E	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	F	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	G	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	H	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	I	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	J	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	K	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	S	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	R	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	RR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	RR Int	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00%	0.00%
	 	 	 	 	 	 	 	 	 	Certificate Distribution Detail continued to next page



 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 2 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Certificate Distribution Detail
	Class	CUSIP	Pass-Through Rate (2)	 	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Penalties	Realized Losses	Total Distribution	Ending Balance	Current Credit Support1	Original Credit Support1
	Notional Certificates
	X-A	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-B	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-D	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-FG	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-H	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	X-NR	 	0.000000%	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	Notional SubTotal	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 	 
	 	 	 	 	 	 	 	 	 	 
	Deal Distribution Total	 	 	 	0.00	0.00	0.00	0.00	0.00	 	 	 
	 	 
	*	Denotes the Controlling Class (if required)
	(1)	Calculated by taking (A) the sum of the ending certificate balance of all classes in a series less (B) the sum of (i) the ending certificate balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).
	(2)	Pass-Through Rates with respect to any Class of Certificates on next month's Payment Date is expected to be the same as the current respective Pass-Through Rate, subject to any modifications on the underlying loans, any change in certificate or pool balance, any change in the underlying index (if and as applicable), and any other matters provided in the governing documents.


 


    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 3 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Certificate Factor Detail
	Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Interest Shortfalls / (Paybacks)	Cumulative Interest Shortfalls	Prepayment Penalties	Realized Losses	Total Distribution	Ending Balance
	Regular Certificates                              
	A-1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-2	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-3	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-4	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-5	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-SB	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-S	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	B	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	C	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	A-2A1	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	D	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	E	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	F	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	G	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	H	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	I	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	J	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	K	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	S	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	R	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	RR	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	RR Int	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	 	 	 
	Notional Certificates                             
	X-A	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-B	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-D	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-FG	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-H	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	X-NR	              	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
	 	 	 	 	 	 	 	 	 	 	 



 


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 4 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Certificate Interest Reconciliation Detail
	 	Class	Accrual Period	Accrual Days	Prior Cumulative Interest Shortfalls	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Interest Shortfalls / (Paybacks)	Payback of Prior Realized Losses	Additional Interest Distribution Amount	Interest Distribution	Cumulative Interest Shortfalls	 
	 	A-1	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-2	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-3	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-4	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-5	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-SB	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	X-A	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	X-B	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-S	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	B	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	C	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	A-2A1	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	X-D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	X-FG	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	X-H	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	X-NR	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	D	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	E	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	F	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	G	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	H	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	I	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	J	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	K	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	RR	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	RR Int	MM/DD/YY-MM/DD/YY	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	Totals	 	 	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	 
	 	 



 


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 5 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


  


Additional
Information


 


	 
	Total Available Distribution Amount (1)	0.00








		(1)	The
Available Distribution Amount includes any Prepayment Premiums.


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 6 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 





	Bond / Collateral Reconciliation - Cash Flows





 




	Total Funds Collected


	 	 
	 	Interest
	 	 	Interest Paid or Advanced	0.00
	 	 	Interest Reductions due to Nonrecoverability Determination	0.00
	 	 	Interest Adjustments	0.00
	 	 	Deferred Interest	0.00
	 	 	ARD Interest	0.00
	 	 	Net Prepayment Interest Excess / (Shortfall)	0.00
	 	 	Extension Interest	0.00
	 	 	Interest Reserve Withdrawal	0.00
	 	 	Total Interest Collected	0.00


	 	 
	 	Principal
	 	 	Scheduled Principal	0.00
	 	 	Unscheduled Principal Collections	 
	 	 	Principal Prepayments	0.00
	 	 	Collection of Principal after Maturity Date	0.00
	 	 	Recoveries From Liquidations and Insurance Proceeds	0.00
	 	 	Excess of Prior Principal Amounts Paid	0.00
	 	 	Curtailments	0.00
	 	 	Negative Amortization	0.00
	 	 	Principal Adjustments	0.00
	 	 	 	 
	 	 	 	 
	 	 	Total Principal Collected	0.00




 


 


	 	Other
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Gain on Sale / Excess Liquidation Proceeds	0.00
	 	 	Borrower Option Extension Fees	0.00
	 	 	Total Other Collected	0.00





 


	 	Total Funds Collected	0.00







	Total Funds Distributed



	 	 
	 	Fees
	 	 	Master Servicing Fee	0.00
	 	 	Certificate Administrator Fee	0.00
	 	 	Trustee Fee	0.00
	 	 	CREFC® Intellectual Property Royalty License Fee	0.00
	 	 	Operating Advisor Fee	0.00
	 	 	Asset Representations Reviewer Fee	0.00
	 	 	 	 
	 	 	 	 
	 	 	Total Fees	0.00



	 	 
	 	Expenses/Reimbursements
	 	 	Reimbursement for Interest on Advances	0.00
	 	 	ASER Amount	0.00
	 	 	Special Servicing Fees (Monthly)	0.00
	 	 	Special Servicing Fees (Liquidation)	0.00
	 	 	Special Servicing Fees (Work Out)	0.00
	 	 	Legal Fees	0.00
	 	 	Rating Agency Expenses	0.00
	 	 	Taxes Imposed on Trust Fund	0.00
	 	 	Non-Recoverable Advances	0.00
	 	 	Workout Delayed Reimbursement Amounts	0.00
	 	 	Other Expenses	0.00
	 	 	Total Expenses/Reimbursements	0.00



	 	Interest Reserve Deposit	0.00



	 	 
	 	Payments to Certificateholders and Others
	 	 	Interest Distribution	0.00
	 	 	Principal Distribution	0.00
	 	 	Prepayment Penalties / Yield Maintenance	0.00
	 	 	Total Payments to Certificateholders and Others	0.00


 


	 	Total Funds Distributed	0.00








 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 7 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


  


Bond
/ Collateral Reconciliation - Balances


 


	Collateral Reconciliation



	 	 	 	 	Total
	Beginning Scheduled Collateral Balance	0.00	 	 	0.00
	(-) Scheduled Principal Collections	0.00	 	 	0.00
	(-) Unscheduled Principal Collections	0.00	 	 	0.00
	(-) Principal Adjustments (Cash)	0.00	 	 	0.00
	(-) Principal Adjustments (Non-Cash)	0.00	 	 	0.00
	(-) Realized Losses from Collateral	0.00	 	 	0.00
	(-) Other Adjustments2	0.00	 	 	0.00
	 	 	 	 	 
	 Ending Scheduled Collateral Balance	0.00	 	 	0.00
	 Beginning Actual Collateral Balance	0.00	 	 	0.00
	 Ending Actual Collateral Balance	0.00	 	 	0.00





	Certificate Reconciliation



	 	Total
	Beginning Certificate Balance	0.00
	(-) Principal Distributions	0.00
	(-) Realized Losses	0.00
	 	Realized Loss and Realized Loss Adjustments on Collateral	0.00
	 	Current Period NRA1	0.00
	 	Current Period WODRA1	0.00
	 	Principal Used to Pay Interest	0.00
	 	Non-Cash Principal Adjustments	0.00
	 	Certificate Other Adjustments**	0.00
	Ending Certificate Balance	0.00









	NRA/WODRA Reconciliation
	 	Non-Recoverable Advances (NRA) from Principal	Workout Delayed Reimbursement of Advances (WODRA) from Principal
	Beginning Cumulative Advances	0.00	0.00
	Current Period Advances	0.00	0.00
	Ending Cumulative Advances	0.00	0.00
	 	 	 






	Under / Over Collateralization Reconciliation
	 	 
	Beginning UC / (OC)	0.00
	UC / (OC) Change	0.00
	Ending UC / (OC)	0.00
	Net WAC Rate	0.00%
	UC / (OC) Interest	0.00







	(1)	Current Period NRA and WODRA displayed will represent the portion applied as Realized Losses to the bonds.
	(2)	Other Adjustments value will represent miscellaneous items that may impact the Scheduled Balance of the collateral.
	**	A negative value for Certificate Other Adjustments represents the payback of prior Principal Shortfalls, if any.


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 8 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


 


	Scheduled Balance
	
        Scheduled


        Balance

        	
        # Of


        Loans

        	
        Scheduled


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Debt Service Coverage Ratio1
	
        Debt Service Coverage


        Ratio

        	
        # Of 


        Loans

        	
        Scheduled


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases
the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering
document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and
the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment
Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance
of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans
as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the "State" and "Property"
stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained
by loans that have been modified into a split loan structure. The "State" and "Property" stratification tables do not include the balance
of the subordinate note (sometimes called the B-piece or a "hope note") of a loan that has been modified into a split-loan structure.
Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of
a loan that has been modified into a split-loan structure.
	(4)	Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.


 



    
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	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


 


	State3
	State	
        # Of 


        Properties

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	Totals	 	 	 	 	 	 






	Property Type3
	Property Type	
        # Of


        Properties

        	
        Scheduled


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








Note: Please refer to footnotes on the next page
of the report.


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 10 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


 


	Note Rate
	Note Rate	
        # Of 


        Loans

        	
        Scheduled 


        Balance

        	
        % Of


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Seasoning
	Seasoning	
        # Of


        Loans

        	
        Scheduled


        Balance

        	
        % Of


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases
the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering
document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and
the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment
Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance
of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans
as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the "State" and "Property"
stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained
by loans that have been modified into a split loan structure. The "State" and "Property" stratification tables do not include the balance
of the subordinate note (sometimes called the B-piece or a "hope note") of a loan that has been modified into a split-loan structure.
Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of
a loan that has been modified into a split-loan structure.
	(4)	Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 11 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


  


	Anticipated Remaining Term (ARD and Balloon Loans)
	
        Anticipated


        Remaining Term

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Remaining Amortization Term (ARD and Balloon Loans)
	
        Remaining


        Amortization Term

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases
the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering
document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and
the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment
Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance
of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans
as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the "State" and "Property"
stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained
by loans that have been modified into a split loan structure. The "State" and "Property" stratification tables do not include the balance
of the subordinate note (sometimes called the B-piece or a "hope note") of a loan that has been modified into a split-loan structure.
Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of
a loan that has been modified into a split-loan structure.
	(4)	Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 12 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


Current
Mortgage Loan and Property Stratification


 




Aggregate
Pool


  


	Age of Most Recent NOI
	
        Age of Most


        Recent NOI

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 






	Remaining Stated Term (Fully Amortizing Loans)
	
        Age of Most


        Recent NOI

        	
        # Of


        Loans

        	
        Scheduled 


        Balance

        	
        % Of 


        Agg. Bal.

        	WAM2	WAC	Weighted Avg DSCR1
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 








	(1)	Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.
	(2)	Anticipated Remaining Term and WAM are each calculated based upon
    the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the Maturity Date.
	(3)	Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut Off Date Balance of each property as disclosed in the offering document. The Scheduled Balance Totals reflect the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified into a split loan structure. The “State” and “Property” stratification tables do not include the balance of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.
	(4)	Note: There are no Hyper-Amortization Loans included in the Mortgage Pool.


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 13 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Mortgage Loan Detail (Part 1)

                                                                     

	Pros ID 	Loan ID	Loan Group	Prop Type (1)	City 	State	Interest Accrual Type	Gross Rate	Scheduled Interest	Scheduled Principal	Principal

Adjustments	Anticipated Repay Date	Original Maturity Date	Adjusted Maturity Date	Beginning Scheduled Balance	Ending Scheduled Balance	Paid Through Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	 	1
    Property Type Codes
	 	 	HC
    - Health Care	MU
    - Mixed Use	WH
    - Warehouse	MF
    - Multi-Family
	 	 	SS
    - Self Storage	LO
    - Lodging	RT
    - Retail	SF
    - Single Family Rental
	 	 	98
    - Other	IN
    - Industrial	OF
    - Office	MH
    - Mobile Home Park
	 	 	SE
    - Securities	CH
    - Cooperative Housing	ZZ
    - Missing Information/Undefined	 


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 14 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Mortgage
    Loan Detail (Part 2)
	 
	Pros ID 	Loan Group	Most Recent Fiscal NOI	Most Recent NOI	Most Recent NOI Start Date	Most Recent NOI End Date	Appraisal Reduction Date	Appraisal Reduction Amount	Cumulative ASER	Current P&I Advances	Cumulative P&I Advances	Cumulative Servicer Advances	Current NRA/WODRA from Principal	Defease Status
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 15 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Principal
    Prepayment Detail
	 
	 	 	 	Unscheduled Principal 	Prepayment Premiums
	Pros ID	Loan Number	Loan

Group	Amount	 	Prepayment / Liquidation Code	Prepayment Premium Amount	Yield Maintenance Amount
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 
	 


	 	Note: Principal Prepayment Amount listed here may include Principal Adjustment Amounts on the loan in addition to the Unscheduled Principal Amount.


 



    
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	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Historical
    Detail
	 
	 	Delinquencies1	Prepayments	Rate and Maturities
	 	30-59 Days	60-89 Days	90 Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next Weighted Avg.	 
	Distribution Date	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Balance	#	Amount	#	Amount	Coupon	Remit	WAM1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


	(1)	Foreclosure and REO Totals are included in the delinquencies aging categories.


 



    
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	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Delinquency
    Loan Detail
	 
	Pros ID	Loan ID	Paid Through Date	Months Delinquent	Mortgage

Loan

Status1	Current P&I Advances	Outstanding P&I Advances	
        Outstanding 


        Servicer


        Advances

        	Actual Principal Balance	
        Servicing 


        Transfer


        Date

        	Resolution

Strategy

Code2	Bankruptcy Date	Foreclosure Date	REO Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 



	 	1 Mortgage Loan Status
	 	 	A
    - Payment Not Received But Still in Grace Period	0
    - Current	4
    - Performing Matured Balloon
	 	 	B -
    Late Payment But Less Than 30 days  Delinquent	1 -
    30-59 Days Delinquent	5 -
    Non Performing Matured Balloon
	 	 	 	2 -
    60-89 Days Delinquent	6 -
    121+ Days Delinquent
	 	 	 	3 -
    90-120 Days Delinquent	 
	 	 	 	 	 





	 	2 Resolution Strategy Code
	 	 	1
    - Modification	6
    - DPO	10
    - Deed in Lieu of Foreclosures
	 	 	2 -
    Foreclosure	7 -
    REO	11-
    Full Payoff
	 	 	3 -
    Bankruptcy	8 -
    Resolved	12
    - Reps and Warranties
	 	 	4 -
    Extension	9 -
    Pending Return to Master Servicer	13
    -  TBD
	 	 	5 -
    Note Sale	98
    - Other	 








	 	Note: Outstanding P & I Advances include the current period advance.


 



    
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	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


Collateral
Stratification and Historical Detail


 


	Maturity Dates and Loan Status1




	 	Total	Performing	Non-Performing	REO/Foreclosure
	 			 
	Past Maturity	0	0	0	0
	0 - 6 Months	0	0	0	0
	7 - 12 Months	0	0	0	0
	13 - 24 Months	0	0	0	0
	25 - 36 Months	0	0	0	0
	37 - 48 Months	0	0	0	0
	49 - 60 Months	0	0	0	0
	> 60 Months	0	0	0	0













 

	Historical Delinquency Information




	 	Total	Current	30-59 Days	60-89 Days	90+ Days	REO/Foreclosure
	 					
	Mar-22	0	0	0	0	0	0
	Feb-22	0	0	0	0	0	0
	Jan-22	0	0	0	0	0	0
	Dec-21	0	0	0	0	0	0
	Nov-21	0	0	0	0	0	0
	Oct-21	0	0	0	0	0	0
	Sep-21	0	0	0	0	0	0
	Aug-21	0	0	0	0	0	0
	Jul-21	0	0	0	0	0	0
	Jun-21	0	0	0	0	0	0
	May-21	0	0	0	0	0	0
	Apr-21	0	0	0	0	0	0














	(1)	Maturity dates used in this chart are based on the dates provided by the Master Servicer in the Loan Periodic File.


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 19 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Specially
    Serviced Loan Detail - Part 1
	 
	Pros ID	Loan ID	Ending Scheduled Balance	Actual Balance	Appraisal Value	Appraisal Date	Net Operating Income	DSCR	DSCR Date	Maturity Date	
        Remaining


        Amort Term

        
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 
	 


 



    
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	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Specially
    Serviced Loan Detail - Part 2
	 
	Pros ID	Loan ID	Property Type1	State	
        Servicing


        Transfer


        Date

        	Resolution Strategy Code2	Special Servicing Comments
	 	 	 	 	 	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 	 
	 



	 	1 Property Type Codes
	 	 	HC - Health Care	MU - Mixed Use	WH - Warehouse
	 	 	MF - Multi-Family	SS - Self Storage	LO - Lodging
	 	 	RT - Retail	SF - Single Family Rental	98 - Other
	 	 	IN - Industrial	OF - Office	MH - Mobile Home Park
	 	 	SE - Securities	CH - Cooperative Housing	ZZ - Missing Information/Undefined






	 	2 Resolution Strategy Code
	 	 	1 - Modification	6 - DPO	10 - Deed in Lieu of Foreclosures
	 	 	2 - Foreclosure	7 - REO	11- Full Payoff
	 	 	3 - Bankruptcy	8 - Resolved	12 - Reps and Warranties
	 	 	4 - Extension	9 - Pending Return to Master Servicer	13 -  TBD
	 	 	5 - Note Sale	98 - Other	 








 



    
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	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


Modified
Loan Detail


 


	 	 	 	Pre-Modification	Post-Modification	 	 	 	 
	Pros ID	Loan Number	 	Balance	Rate	Balance	Rate	
        Modification 


        Code1

        	
        Modification Booking 


        Date

        	
        Modification Closing 


        Date

        	
        Modification Effective 


        Date

        
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 
	 


	1 Modification Codes
	 	1 - Maturity Date Extension	5 - Temporary Rate Reduction	8 - Other	 
	 	2 - Amortization Change	6 - Capitalization on Interest	9 - Combination	 
	 	3 - Principal Write-Off	7 - Capitalization on Taxes	10 - Forbearance	 
	 	 	 	 	 


	 	Note: Please refer to Servicer Reports for modification comments.


 



    
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	Distribution
    Date:	03/17/22	Benchmark
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	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	Historical
    Liquidated Loan Detail
	 
	Pros ID1	
        Loan


        Number

        	Dist.Date	
        Loan


        Beginning


        Scheduled


        Balance

        	
        Most Recent


        Appraised


        Value or BPO

        	
        Gross Sales


        Proceeds or


        Other


        Proceeds

        	
        Fees,


        Advances,


        and Expenses

        	
        Net Proceeds


        Received on


        Liquidation

        	
        Net Proceeds


        Available for


        Distribution

        	
        Realized Loss


        to Loan

        	
        Current 


        Period


        Adjustment to


        Loan

        	
        Cumulative


        Adjustment to


        Loan

        	
        Loss to Loan


        with


        Cumulative


        Adjustment

        	
        Percent of


        Original


        Loan


        Balance

        
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Current Period Totals	 	 	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 	 	 


 


	 	Note: Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 23 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


	 	 	Historical
    Bond / Collateral Loss Reconciliation Detail	 
	 	 	 	 
	Pros ID	
        Loan


        Number

        	Distribution Date	
        Certificate 


        Interest Paid


        from Collateral


        Principal


        Collections

        	
        Reimb of Prior


        Realized Losses


        from Collateral


        Interest


        Collections

        	
        Aggregate


        Realized Loss to


        Loan

        	
        Loss Covered by


        Credit


        Support/Deal


        Structure

        	
        Loss Applied to


        Certificate


        Interest Payment

        	
        Loss Applied to


        Certificate


        Balance

        	
        Non-Cash 


        Principal


        Adjustment

        	
        Realized Losses


        from


        NRA/WODRA

        	
        Total Loss 


        Applied to


        Certificate


        Balance

        
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Current Period Totals	 	 	 	 	 	 	 	 	 	 
	Cumulative Totals	 	 	 	 	 	 	 	 	 	 
	 	 


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 24 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


Interest Shortfall
Detail - Collateral Level


 


	Pros ID	
        Interest


        Adjustments

        	
        Deferred


        Interest


        Collected

        	Special Servicing Fees	ASER	PPIS /  (PPIE)	
        Non-


        Recoverable


        Interest

        	
        Interest on


        Advances

        	
        Reimbursement of 


        Advances from


        Interest

        	
        Other


        Shortfalls /


        (Refunds)

        	
        Modified


        Interest


        Reduction /


        (Excess)

        
	Monthly	Liquidation	Work Out
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Note: Interest Adjustments listed for each loan do not include amounts that were used to adjust the Weighted Average Net Rate of the mortgage
loans.	 	Collateral Shortfall Total	0.00


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 25 of 26




     


    

 





	Distribution
    Date:	03/17/22	Benchmark
    2022-B32 Mortgage Trust	
	Determination
    Date:	03/11/22
	Next
    Distribution Date:	04/18/22	Commercial
    Mortgage Pass-Through Certificates
	Record
    Date:	02/28/22	Series
    2022-B32
	 	 	 	 


 


Supplemental
Notes


 


	None


 



    
	© Copyright 2022 Computershare. All rights reserved. Confidential.	Page 26 of 26




     


    








EXHIBIT H



FORM OF OMNIBUS ASSIGNMENT


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National Association,
as Trustee for the registered holders of Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32
and the RR Interest Owners” (the “Assignee”), having an office at 1100 North Market Street, Wilmington Delaware
19890, Attention: CMBS Trustee, its successors and assigns, all right, title and interest of the Assignor in and to:


That certain mortgage and
security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument (the
“Security Instrument”), and that certain Promissory
Note (the “Mortgage Note”), for each of the Mortgage
Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases and rents given in
connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance policies, certificates
of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral arising out of and/or
executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage Note, together with any other documents
or instruments executed and/or delivered in connection with or otherwise related to the Security Instrument and the Mortgage Note.


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__]. 


	 	 	 
	 	 	 
	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    	 	Exhibit H-1	 



     


    


EXHIBIT I


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A BOOK-ENTRY CERTIFICATE

TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

DURING RESTRICTED PERIOD


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS
No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States;





 



*
Select appropriate depository.




    	 	Exhibit I-1	 



     


    


[(2)     at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)        the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                                        


cc: J.P. Morgan Chase Commercial
Mortgage Securities Corp.





 



**   Insert one of these
two provisions, which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit I-2	 



     


    


EXHIBIT J


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32, Class
[__]



Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with
the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested an exchange
or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS
No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,




    	 	Exhibit J-1	 



     


    


[(2)     at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                                  


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.





 



*    Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit J-2	 



     


    


EXHIBIT K


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor


Minneapolis, Minnesota 55415


Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______]
and ISIN No. [______]) with [Euroclear] [Clearstream]*
(Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate
of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.





 



*
   Select appropriate depository.




    	 	Exhibit K-1	 



     


    


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                               


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.




    	 	Exhibit K-2	 



     


    


EXHIBIT L


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above issued
under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the Securities
Act of 1933, as amended.


We undertake to advise you
promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the Certificates
of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence
of any such notification it may be assumed that this certification applies as of such date.


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





 



*
   Select, as applicable.




    	 	Exhibit L-1	 



     


    



irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit
and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	 	 
	 	Dated:                                       
	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 	 	Title:





 


 




    	 	Exhibit L-2	 



     


    


EXHIBIT M


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry Certificate


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


 


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a
beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be
held with [Euroclear] [Clearstream]* (Common
Code [______]) through the Depository.


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States;





 



*
   Select appropriate depository.




    	 	Exhibit M-1	 



     


    


[(2)     at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States;]**


[(2)     the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable; and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                                 


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.





 



**    Insert one of these
two provisions, which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit M-2	 



     


    


EXHIBIT N


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


 


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32, Class
[__]



Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates for a
beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in compliance with
the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify
that:


(1)       the
offer of the Certificates was not made to a person in the United States,




    	 	Exhibit N-1	 



     


    


[(2)      at the time the buy
order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed
and believes that the transferee was outside the United States,]*


[(2)      the transaction was
executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting
on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements
of Rule 903(b) or 904(b) of Regulation S, as applicable, and


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are
made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


	 	 	 
	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                            


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.





 



*   
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




    	 	Exhibit N-2	 



     


    


EXHIBIT O


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Computershare Trust Company, National Association,


as Certificate Registrar


600 South 4th Street, 7th Floor

Minneapolis, Minnesota 55415

Attention: Corporate Trust Services (CMBS): Benchmark 2022-B32


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, Class [__]



Reference is hereby made
to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


This letter relates to US
$[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


In connection with such request,
and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or transferred in accordance
with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”),
to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account, or for one or more accounts
with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


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 O-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 Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Initial Purchasers.


	 	 	 
	 	 	 
	 	[Insert Name of Transferor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                          


cc: J.P. Morgan Chase Commercial Mortgage Securities Corp.




    	 	Exhibit O-2	 



     


    


EXHIBIT P-1A


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY and/or risk retention consultation party

(for Persons other than the DIRECTING CERTIFICATEHOLDER AND/OR a Controlling Class Certificateholder)


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2022-B32 Mortgage Trust

Email: trustadministrationgroup@wellsfargo.com;

cts.cmbs.bond.admin@wellsfargo.com






		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32



In accordance with the
Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Risk Retention Consultation
Party or a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Registered Certificate, the undersigned
has received a copy of the Prospectus.


4.       The
undersigned is not a Borrower Party.


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In




    	 	Exhibit P-1A-1	 



     


    


consideration of the disclosure to the undersigned
of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and
otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in
part; provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire
one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not
use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended
(the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate
not previously registered pursuant to Section 5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.




    	 	Exhibit P-1A-2	 



     


    


EXHIBIT P-1B


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER AND/OR a Controlling Class Certificateholder)


[Date]


 


	Midland
    Loan Services, a Division of PNC Bank, National Association

    10851 Mastin Street

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President
    – Division Head

    Telecopy number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington Delaware 19890

    Attention: CMBS Trustee

    Email: CMBSTrustee@wilmingtontrust.com

     

    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com

	 	 
	Pentalpha Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Benchmark 2022-B32—Transaction Manager

    With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2022-B32 in the subject line)	Computershare
    Trust Company, National Association,

    600
    South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2022-B32 Mortgage Trust



		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32



In accordance with the
Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


2.       The
undersigned has received a copy of the Prospectus.




    	 	Exhibit P-1B-1	 



     


    


3.       The
undersigned is not a Borrower Party.


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also,
the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure
to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants
and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only)
or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification
attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


8.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage prepaid].




    	 	Exhibit P-1B-2	 



     


    


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.




    	 	Exhibit P-1B-3	 



     


    


EXHIBIT P-1C


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, a Controlling Class Certificateholder AND/OR a risk retention consultation party)


[Date]


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2022-B32 Mortgage Trust

Email: trustadministrationgroup@wellsfargo.com;

          cts.cmbs.bond.admin@wellsfargo.com






Midland Loan Services, a Division of PNC Bank, National Association


10851 Mastin Street


Building 82, Suite 300


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32



In accordance with the
Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or
any investment advisor or manager or other representative of the foregoing).


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.




    	 	Exhibit P-1C-1	 



     


    


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of a Registered Certificate, the undersigned
has received a copy of the Prospectus.


4.       The
undersigned is a Borrower Party.


5.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations
of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following the date that the undersigned
receives such Distribution Date Statements (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial
owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Distribution
Date Statements in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the
Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify
whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.




    	 	Exhibit P-1C-2	 



     


    


EXHIBIT P-1D


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER AND/OR a Controlling Class Certificateholder)


[Date]


 


	Midland
    Loan Services, a Division of PNC 

    Bank, National Association

    10851 Mastin Street

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President
    – Division Head

    Telecopy number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington Delaware 19890

    Attention: CMBS Trustee

    Email: CMBSTrustee@wilmingtontrust.com

     

    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com

	 	 
	Pentalpha Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Benchmark 2022-B32—Transaction Manager

    With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2022-B32 in the subject line)	Computershare
    Trust Company, National

                                                                  Association,

    600
    South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2022-B32 Mortgage Trust



		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through 

Certificates,
Series 2022-B32



In accordance with the
Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


1. The undersigned is [the
Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].






    	 	Exhibit P-1D-1	 



     


    


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):





[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


The undersigned is not
a Borrower Party with respect to any other Mortgage Loan.


3.       The
undersigned has received a copy of the Prospectus.


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website
[and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant
to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information, or
the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making
an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental
or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent
of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned
receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective
purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which
could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the
Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall
indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred
thereby with respect to any such breach by the undersigned or any of its Representatives.


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide




    	 	Exhibit P-1D-2	 



     


    

any such Excluded Information to (A) the
related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned or any
of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or
(D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and
(ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the
obligations described in clause (i) above.


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the undersigned has properly
certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through][[for use by the initial
Controlling Class Certificateholder] PDF] form has been delivered in accordance with the notice provisions of the Pooling and Servicing
Agreement to the applicable Information provider listed above [(a) by overnight courier, (b) mailed by registered mail, postage prepaid
or (c) [for use by the initial Controlling Class Certificateholder] electronic mail].


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned has made
the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


	 	 	 
	 	 	 
	 	[Directing Certificateholder][Holder of the
    majority 
	 	 	of the Controlling Class][Controlling Class
	 	 	Certificateholder]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 


Dated:                             


cc: J.P. Morgan Chase Commercial Mortgage


Securities Corp.




    	 	Exhibit P-1D-3	 



     


    


EXHIBIT P-1E


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER


[Date]


	Midland
    Loan Services, a Division of PNC 

    Bank, National Association

    10851 Mastin Street

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President
    – Division Head

    Telecopy number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington Delaware 19890

    Attention: CMBS Trustee

    Email: CMBSTrustee@wilmingtontrust.com

     

    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com

	 	 
	Pentalpha Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Benchmark 2022-B32—Transaction Manager

    With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2022-B32 in the subject line)	Computershare
    Trust Company, National 

    Association,

    600
    South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2022-B32 Mortgage Trust



		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32



THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BENCHMARK 2022-B32 MORTGAGE TRUST COMMERCIAL MORTGAGE
PASS-THROUGH CERTIFICATES, SERIES 2022-B32 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING
AGREEMENT.


In accordance with Section
3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):




    	 	Exhibit P-1E-1	 



     


    


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the
avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class Loan.] The undersigned
is not a Borrower Party with respect to any other Mortgage Loan. If the undersigned becomes a Borrower Party with respect to any other
Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification attached as Exhibit P-1D to the Pooling and
Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and
Servicing Agreement.


3.                 
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to
the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the Information,
or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in
making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents
or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,
however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the
date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder,
a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned will not use or disclose the
Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities
Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered
pursuant to Section 5 of the Securities Act.


4.                 
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the
undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access
to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


5.                 
The undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating




    	 	Exhibit P-1E-2	 



     


    


Advisor, the Asset Representations Reviewer,
the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


6.                   
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees
or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or
the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in
the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order
to comply with the obligations described in clause (i) above.


7.                 
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether the
undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


8.                 
[[For use by parties other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy
of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.] [[For use by the initial
Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in PDF form has been delivered
in accordance with the terms of the Pooling and Servicing Agreement to each of the addressees listed above by electronic mail.]


9.                  
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not permitted
to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate
Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class
Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing Agreement.


10.                   The
undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers
and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting on
its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph 2 above.




    	 	Exhibit P-1E-3	 



     


    


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	 	[Directing Certificateholder][Holder of the
    majority 
	 	 	of the Controlling Class][Controlling Class
	 	 	Certificateholder]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                                      


cc: J.P. Morgan Chase Commercial Mortgage


Securities Corp.




    	 	Exhibit P-1E-4	 



     


    


EXHIBIT P-1F


FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS
HOLDER TO CERTIFICATE ADMINISTRATOR


[Date]


	Via: Email

    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2022-B32 Mortgage Trust

    trustadministrationgroup@wellsfargo.com;

    cts.cmbs.bond.admin@wellsfargo.com

    with a copy to:

     

    Computershare
    Trust Company, National Association,

    8480 Stagecoach Circle

    Frederick, Maryland 21701-4747

    Attention: Benchmark 2022-B32 Mortgage
    Trust



		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32



In accordance with Section 3.13(b) of the Pooling
and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the undersigned (the
“Excluded Controlling Class Holder”) hereby directs you as follows:


1.                 
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


2.                 
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 




    	 	Exhibit P-1F-1	 



     


    


3.                 
 The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with respect to the Benchmark 2022-B32 Mortgage Trust securitization should be revoked as to such users:


	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 






4.                 
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is no longer
an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice
of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form
of Exhibit P-1B to the Pooling and Servicing Agreement.


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	 	[Directing Certificateholder][Holder of the
    majority 
	 	 	of the Controlling Class][Controlling Class
	 	 	Certificateholder]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                             


cc: J.P. Morgan Chase Commercial Mortgage


Securities Corp.


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

Certificate Administrator


	 	 
	 	 
	 	 
	Name:	 
	Title:	 







    	 	Exhibit P-1F-2	 



     


    



EXHIBIT P-1G


 


Form of
Certification of the Directing Certificateholder


 


[Date]


	Midland
    Loan Services, a Division of PNC Bank, National Association

    10851 Mastin Street

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President
    – Division Head

    Telecopy number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington Delaware 19890

    Attention: CMBS Trustee

    Email: CMBSTrustee@wilmingtontrust.com

     

    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com

	 	 
	Pentalpha Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Benchmark 2022-B32—Transaction Manager

    With a copy sent via email to:

    notices@pentalphasurveillance.com (with Benchmark 2022-B32 in the subject line)	Computershare
    Trust Company, National 

    Association,

    600
    South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2022-B32 Mortgage Trust



		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through 

Certificates, Series 2022-B32



In accordance with Section
3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


2.       The
undersigned is not a Borrower Party.


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices
attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


4.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification
in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to 



    	 	Exhibit P-1G-1	 



     


    


each of the addressees
listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid





5.       [If
the undersigned or its parent entity primarily operate under an identity other than that of the undersigned and the affiliation of such
identity with the undersigned is not reasonably evident from the undersigned name]The undersigned or its parent entity primarily operates
under the identity __________________________. The directing holder is __________________________.


6.       The
undersigned hereby acknowledges that the Certificate Administrator will provide the information provided in item 5 above on its Distribution
Date Statement.


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as
of the date certified.


	 	 	 
	 	 	 
	 	 	[Directing Certificateholder]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                                       


cc: J.P. Morgan Chase Commercial Mortgage

Securities Corp


 


 




    	 	Exhibit P-1G-2	 



     


    


EXHIBIT P-1H


 


Form of
Certification of A risk retention consultation party


 


[Date]


	Midland
    Loan Services, a Division of PNC Bank, National Association

    10851 Mastin Street

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President
    – Division Head

    Telecopy number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com
	Wilmington Trust, National Association

    1100 North Market Street

    Wilmington Delaware 19890

    Attention: CMBS Trustee

    Email: CMBSTrustee@wilmingtontrust.com

     

    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com

	 	 
	Pentalpha Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Benchmark 2022-B32—Transaction Manager

    With a copy sent via email to:

    notices@pentalphasurveillance.com (with Benchmark 2022-B32 in the subject line)	Computershare
    Trust Company, National 

Association,

    600
    South 4th Street, 7th Floor

    Minneapolis, Minnesota 55415

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2022-B32 Mortgage Trust

	 	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


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through 

Certificates, Series 2022-B32



In accordance with [Section
3.23] [Section 6.08] of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


1.       The
undersigned has been appointed to act as a Risk Retention Consultation Party.


2.       [For
use with any Risk Retention Consultation Party other than an initial Risk Retention Consultation Party] The undersigned hereby certifies
that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and
Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.




    	 	Exhibit P-1H-1	 



     


    


3.       The
contact information for the undersigned for all notices and other communications is as follows:


[_____]


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as
of the date certified.


	 	 	 
	 	 	 
	 	[RISK RETENTION CONSULTATION PARTY]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Dated:                              


 


 




    	 	Exhibit P-1H-2	 



     


    


EXHIBIT P-2


FORM OF CERTIFICATION FOR NRSROs


[Date]


 


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


		Attention:	Corporate Trust Services (CMBS), Benchmark 2022-B32 Mortgage Trust, 

Commercial
Mortgage Pass-Through Certificates, Series 2022-B32



In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


The undersigned is a Rating
Agency hired by the Depositor to provide ratings on the Certificates; or


		1.	The undersigned, a Nationally Recognized Statistical Rating Organization (as defined under Section 3(a)(62)
of the Exchange Act);



a.      
has provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


b.     
has access to the Depositor's 17g-5 website; and


c.        agrees
that either (x) any confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor's
17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider's website or (y) if the undersigned
did not access the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions
of the confidentiality agreement attached hereto as Annex A, which shall be applicable to it with respect to any information obtained
from the 17g-5 Information Provider’s website, including any information that is obtained from the section of the 17g-5 Information
Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date.




    	 	Exhibit P-2-1	 



     


    


The undersigned shall be
deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website
and the 17g-5 Information Provider’s Website.


Capitalized terms used but
not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


	 	 	 
	 	 	 
	 	By:	
	 		Name:
	 	 	Title:







    	 	Exhibit P-2-2	 



     


    


 


ANNEX A


CONFIDENTIALITY AGREEMENT


This Confidentiality Agreement (the “Confidentiality Agreement”)
is made in connection with JP Morgan Securities LLC (together with its affiliates, the “Furnishing Entities” and each
a “Furnishing Entity”) furnishing certain financial, operational, structural and other information relating to the
issuance of the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 (the “Certificates”)
pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, and the assets underlying or referenced by the Certificates, including the identity of, and financial
information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Computershare Trust Company, National Association, as 17g-5 Information
Provider under the Pooling and Servicing Agreement, including the section of the 17g-5 Information Provider’s website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement. Information provided by
each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


		1.	Definition of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by you through
access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring
of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions or
other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
however, that the term Confidential Information shall not include information which:



		·	was or becomes generally available to the public (including through filing with the Securities and Exchange Commission or disclosure
in an offering document) other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
below) in violation of this Confidentiality Agreement;



		·	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably
believed by you to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation
to maintain the information as confidential; or





    	 	Exhibit P-2-3	 



     


    


		·	is independently developed by the NRSRO without reference to any Confidential Information.



		2.	Information to Be Held in Confidence.



		a.	You will use the Confidential Information solely for the purpose of determining or monitoring a credit
rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential Information,
for benchmarking, modeling or research purposes (the “Intended Purpose”).



		b.	You acknowledge that you are aware that the United States and state securities laws impose restrictions
on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through policy manuals
or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that
effect.



		c.	You will treat the Confidential Information as private and confidential. Subject to Section 4, without
the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether
such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the
foregoing, you may:



		i.	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees,
legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the
NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure
of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied,
that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



		ii.	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
the Confidential Information to the NRSRO’s password protected website; and



		iii.	use information derived from the Confidential Information in connection with an Intended Purpose, if such
derived information does not reveal any Confidential Information.



		3.	Disclosures Required by Law. If you or any NRSRO Representative is requested or required (orally
or in writing, by interrogatory, subpoena, civil investigatory demand, request for information or documents, deposition or similar process
relating to any legal proceeding, investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide
the relevant Furnishing Entity with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination
or investigation, and otherwise to the extent practical and permitted by law, regulation or





    	 	Exhibit P-2-4	 



     


    


regulatory or other governmental authority)
that a request to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless
otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with respect
to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing Entity’s
effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You agree to reasonably
cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance that confidential treatment
will be accorded to the portion of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity;
provided, however, that in no event shall the NRSRO be required to take a position that such information should be entitled
to receive such a protective order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining
a protective order or other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information,
at the sole expense of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity
waives compliance with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you
are legally required to disclose, at the sole expense of the relevant Furnishing Entity.


		4.	Obligation to Return Evaluation Material. Promptly upon written request by or on behalf of the
relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material will be destroyed or,
in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one
or more copies of any document or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance
(or compliance with the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the
NRSRO may retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality
Agreement.



		5.	Violations of this Confidentiality Agreement.



		a.	The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any
NRSRO Representative.



		b.	You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized
disclosure or use by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested
by such Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.





    	 	Exhibit P-2-5	 



     


    


		c.	You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would
be irreparably harmed in the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance
and injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed
that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.



		6.	Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless
of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.



		7.	Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising under
the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and duties of
the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and
to be performed within such State.



		8.	Amendments. This Confidentiality Agreement may be modified or waived only by a separate writing
by the NRSRO and each Furnishing Entity.



		9.	Entire Agreement. This Confidentiality Agreement represents the entire agreement between you and
the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This
agreement supersedes all other understandings and agreements between us relating to such matters; provided, however, that,
if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically
states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance
by you of the terms hereof by entry into this website.



		10.	Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall
be directed as set forth below:



JP Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179




    	 	Exhibit P-2-6	 



     


    


EXHIBIT P-3


ONLINE MARKET DATA PROVIDER CERTIFICATION


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


		Attention:	Corporate
                                            Trust Services (CMBS), Benchmark 2022-B32 Mortgage Trust, 

                                            Commercial Mortgage Pass-Through Certificates, Series 2022-B32



This Certification has been prepared for
provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor. If you represent
a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.






In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock
Financial Management, Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC,
KBRA Analytics, Inc., RealINSIGHT, Thomson Reuters Corporation and DealView Technologies Ltd., a market data provider that has been given
access to the Statements to Certificateholders, CREFC® Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink
is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any other person without
the written consent of the Depositor.



		4.	The undersigned shall be fully liable for any breach of the terms of this certification by itself or any
of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset





    	 	Exhibit Q-1	 



     


    


Representations Reviewer and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the
Pooling and Servicing Agreement.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.




    	 	Exhibit Q-2	 



     


    


EXHIBIT Q


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


[DATE]


To the Persons Listed on the attached Schedule A


		Re:	Benchmark
                                            2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through 

                                            Certificates, Series 2022-B32



Ladies and Gentlemen:


In
accordance with Section 2.02 of the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, the undersigned, as Custodian, hereby
certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed in the Mortgage Loan
Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred)
the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant
to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) all documents specified in [clauses (i) through
(v), (viii), (ix), (xi), (xii) and (xiii) (or with respect to clause (xii)], a copy of such letter of credit and the required officer’s
certificate), if any, of the definition of “Mortgage File”, as applicable, with respect to the Mortgage Loans are in its possession,
(ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian
on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination
and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in
clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


Capitalized words and phrases
used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.




    	 	Exhibit Q-1	 



     


    





	 	 	 
	 	 	 
	 	COMPUTERSHARE TRUST COMPANY, 
	 	 	NATIONAL ASSOCIATION,
	 	 	as Custodian
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








    	 	Exhibit Q-2	 



     


    


SCHEDULE A


 


	
    J.P. Morgan Chase Commercial Mortgage Securities Corp.

    383 Madison Avenue

    8th Floor

    New York, New York 10179

     

    S&P Global Ratings

    55 Water Street, 41st Floor

    New York, New York 10041

    Attention: Commercial Mortgage Surveillance Manager

    Email: cmbs_info_17g5@standardandpoors.com

     

    Fitch Ratings, Inc.

    300 West 57th Street

    New York, New York 10019

    Attention: Commercial Mortgage Surveillance Group

    Facsimile No.: (212) 635-0295

    E-mail: info.cmbs@fitchratings.com

     

    Kroll Bond Rating Agency, LLC

    805 Third Avenue 29th floor

    New York, New York 10022

    Attention: CMBS Surveillance

    Facsimile No.: (646) 731-2395

    

    

    Midland Loan Services, a Division of PNC
    Bank, National Association

    10851 Mastin Street

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Telecopy number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com
	
    Computershare Trust Company, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2022-B32 Mortgage Trust

    Telecopy Number: (410) 715 2380

    E-Mail: trustadministrationgroup@wellsfargo.com; cts.cmbs.bond.admin@wellsfargo.com

     

    Pentalpha Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Benchmark 2022-B32—Transaction Manager

    With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2022-B32 in the subject line)

     

    ECMBS LLC

    53 Forest Avenue, 3rd Floor

    Old Greenwich, Connecticut 06870

    Attention: Leo Huang

    E-mail: lhuang@ellington.com

    with a copy to:

    DCHconsents@ellington.com

     

    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com

     

    [APPLICABLE MORTGAGE LOAN 

SELLER’S
    NOTICE ADDRESS]

     

     





    	 	Exhibit Q-3	 



     


    


EXHIBIT R


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER AND SPECIAL SERVICER 


After recording, return to:


 


	Legal Department

    Midland Loan Services

    P. 0. Box 25965

    Shawnee Mission, KS 66225-5965
	KeyBank National
    Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211





 






SPACE ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


KNOW ALL BY THESE PRESENTS:


WHEREAS, J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a division of PNC Bank, National Association, as Master Servicer (the
“Master Servicer”), Keybank National Association, as Special Servicer
(the “Special Servicer”), Wilmington Trust, National Association, as Trustee (the “Trustee”), Computershare
Trust Company, National Association, as Certificate Administrator, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer, entered into a Pooling and Servicing Agreement dated as of February 1, 2022 (the “PSA”), pertaining to a
securitization trust formed for the benefit of the registered holders of Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-B32 and the RR Interest Owners (the “Trust”),
and which provides in part that the Servicer shall administer and service certain “Mortgage Loans” and provide services to
the “Mortgagors” as those terms are defined in the PSA, for the benefit of the Trustee in accordance with the terms of the
PSA and the Mortgage Loans;


and


WHEREAS, pursuant to the terms
of the PSA, the Servicer is granted certain powers, responsibilities and authority in connection with its servicing and administration
of the Mortgage Loans subject to the terms of the PSA; and


WHEREAS, the Trustee has
been requested by the [Master Servicer] [Special Servicer] pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney
to the [Master Servicer] [Special Servicer] to enable the [Master Servicer] [Special Servicer] to execute and deliver, on behalf of the
Trustee, certain documents and instruments related to the Mortgage Loans thereby empowering the [Master Servicer] [Special Servicer]
to take such actions as it deems necessary to comply with its servicing, administrative and management duties under and in accordance
with the PSA.




    	 	1	 



     


    





NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:


Wilmington Trust, National Association,
a nationally chartered banking association, not in its individual or banking capacity, but solely in its capacity as trustee for the registered
holders of the above referenced Trust (the “Trustee”) under the PSA, does make, constitute and appoint [Midland Loan
Services, a division of PNC Bank, National Association, with principal corporate offices at 10851 Mastin Street, Building 82, Suite 300,
Overland Park, Kansas 66210, as Master Servicer,] [and KeyBank National Association, 11501 Outlook Street, Suite 300, Overland Park, Kansas
66211, as Special Servicer,] by and through its designated officers, as the Trustee’s true and lawful attorney-in-fact with respect
to the Mortgage Loans and each mortgaged property and related collateral (the “Mortgaged Property”) held by the Trustee
to secure the obligations of the Mortgage Loans in its capacity as Trustee, and in Trustee's name, place and stead, to prepare, complete,
execute, deliver, record and file on behalf of the registered holders and the Trustee, and in any event in accordance with the terms of
the PSA; (i) customary consents or waivers and other instruments and documents including, without limitation, estoppel certificates, financing
statements, continuation statements, title endorsements and reports and other documents and instruments necessary to preserve and maintain
the validity, enforceability, perfection and priority of the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions
or substitutions, and transfers of interest of the Mortgagors, in each case subject to and in accordance with the terms of the Mortgage
Loan and subject to the provisions of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds and liquidation proceeds
in accordance with the terms of the Mortgage Loan; (iv) to consent to any subordinate financing to be secured by any Mortgaged Property
to the extent that such consent is required pursuant to the terms of the Mortgage Loan or which otherwise is required under the PSA; (v)
to consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged
Property or to repayment of the Mortgage Loans or otherwise, in each case in accordance with the terms of the Mortgage Loans; (vi) to
execute any and all instruments necessary or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure
with respect to, or the conversion of title to any Mortgaged Property securing a Mortgage Loan owned by the Trustee and serviced by the
Servicers for the Trustee, and, consistent with the authority granted by the PSA, to take any and all actions on behalf of the Trustee
in connection with maintaining and defending the enforceability of such Mortgage Loan obligation and the collection thereof including,
without limitation, the execution of any and all instruments necessary or appropriate in defense of and for the collection and enforcement
of said Mortgage Loan obligation in accordance with the terms of the PSA; (vii) to execute and deliver documents relating to the management,
operation, maintenance, repair, leasing and marketing of the Mortgaged Properties, including agreements and requests by the Mortgagors
with respect to modifications of the management of the Mortgaged Properties or the replacement of managers; (viii) to exercise all rights,
powers and privileges granted or provided to the holder of the Mortgage Loan under their respective terms including all rights of approval
and consent thereunder; (ix) to enter into lease subordination agreements, non-disturbance and attornment agreements or other leasing
or rental arrangements which may be requested by the Mortgagors or their tenants in accordance with the terms of the Mortgage Loan; (x)
to join the Mortgagor in granting, modifying or releasing any easements, covenants, conditions, restrictions, equitable servitudes, or
land use or zoning requirements with respect to the Mortgaged Properties to the extent such does not adversely affect the value of the
Mortgaged Property; (xi) to execute and




    	 	2	 



     


    


deliver, on behalf of the Trustee, any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the
Mortgage Loans and the Mortgaged Property; (xii) to draw upon, replace, substitute, release or amend any letters of credit standing as
collateral under the Mortgage Loans; and (xiii) to apply amounts in the various escrow accounts set up under the Mortgage Loans pursuant
to the terms provided for therein.


ARTICLE I


The enumeration of particular
powers hereinabove is not intended in any way to limit the grant to the [Master Servicer] [Special Servicer] as the Trustee's attorney-in-fact
of full power and authority with respect to the Mortgage Loans consistent with the PSA to execute and deliver any such documents, instrument
or other writing, as fully, to all intents and purposes, as the Trustee might or could do if personally present, hereby ratifying and
confirming whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and represents to those dealing
with such attorney-in-fact that they may rely upon this limited power of attorney until termination of the limited power of attorney under
the provisions of Article III below. As between and among the Trustee, the registered holders, the Trust, and the [Master Servicer] [Special
Servicer], the [Master Servicer] [Special Servicer] may not exercise any right, authority or power granted by this instrument in a manner
which would violate the terms of the PSA or the servicing standard imposed on the [Master Servicer] [Special Servicer] by the PSA, but
any and all third parties dealing with the [Master Servicer] [Special Servicer] as the Trustee's attorney-in-fact may rely completely,
unconditionally and conclusively on the [Master Servicer’s] [Special Servicer’s] authority and need not make inquiry about
whether the [Master Servicer] [Special Servicer] is acting pursuant to the PSA or such standard. Any purchaser, title company, recorder's
office or other third party may rely upon a written statement by the [Master Servicer] [Special Servicer] that any particular loan or
property in question and the release thereof is subject to and included under this power of attorney and the PSA.


ARTICLE II


 


Any act or thing lawfully done by
the [Master Servicer] [Special Servicer], and otherwise authorized under this Limited Power of Attorney, shall be binding on the Trustee
and the Trustee's successors and assigns.


ARTICLE III


This Limited Power of Attorney
shall continue in full force and effect until the earliest occurrence of any of the following events, unless sooner revoked in writing
by the Trustee:


		(i)	the suspension or termination of this Limited Power of Attorney by the Trustee;



 


		(ii)	the transfer of servicing under the PSA from the [Master Servicer] [Special Servicer] to another servicer;



 


		(iii)	the termination, resignation or removal of the Trustee as trustee of such Trust;



 


		(iv)	the appointment of a receiver or conservator with respect to the business of the [Master Servicer]
[Special Servicer];





    	 	3	 



     


    


		(v)	the filing of a voluntary or involuntary petition in bankruptcy by or against the [Master Servicer]
[Special Servicer];



 


		(vi)	the termination of the PSA; or



 


		(vii)	the termination of the [Master Servicer] [Special Servicer].



 


Nothing herein shall be deemed to
amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Servicer thereunder, and nothing herein
shall constitute a waiver of any rights or remedies thereunder.


IN WITNESS WHEREOF, the Trustee
has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer duly authorized as of the __ day
of February, 2022.


 


 


 


	 	 	Wilmington Trust, National Association,
as 

Trustee, for the benefit of the registered holders of 

Benchmark 2022-B32 Mortgage Trust, 

Commercial Mortgage Pass- Through Certificates,


Series 2022-B32 and the RR Interest Owners (and 

not in its individual capacity)
	(SEAL)	 	 
	 	 	By:
	 	 	 
	 	 	Name:
	 	 	 
	 	 	Title:
	 	 	 
	 	 	 
	ATTEST:	 	 
	 	 	 
	 	 	 
	Witness	 	 
	 	 	 
	 	 	 
	Witness	 	 
	 	 	 
	 	 	 
	STATE OF	COUNTY OF HOWARD	 	 
	 	 	 	 
	MARYLAND	 	 	 
	 	 	 






 




    	 	4	 



     


    


)


) ss.


)




    	 	5	 



     


    


 


 


On this day of , , before me personally appeared, to me ________________


personally known, who, being
by me duly sworn, did acknowledge and say that she is the ____________ of Wilmington Trust, National Association, a nationally chattered
banking association, and acknowledged to me that she executed the foregoing instrument on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 and the RR Interest Owners (and not in its individual capacity),


	 	 
	 	 
	 	
	 	Notary Public:
	 	My Commission expires:





 


 




    	 	Exhibit R-1	 



     


    



EXHIBIT S 


INITIAL COMPANION HOLDERS 


	Loan	Companion
    Holder
	Bedrock
    Portfolio

     
	 

    Notes A-1-2, A-1-3,
    A-1-4, A-1-5, A-1-6

    JPMorgan Chase Bank,
    National Association

     

    Notice Address:

    383 Madison Avenue, 8th Floor

    New York, New York 10179

    Attention: Kunal K. Singh

    E mail: US_CMBS_Notice@jpmorgan.com

     

    with a copy to:

     

    JPMorgan Chase Bank, National Association

    4 New York Plaza, Floor 21

    New York, New York 10004-2413

    Attention: SPG Legal

    Email: US_CMBS_Notice@jpmorgan.com

     

    Notes A-2-1, A-2-2,
    A-2-3, A-2-4

    Starwood Mortgage
    Funding II LLC

     

    Notice Address:

    Leslie K. Fairbanks

    Executive Vice President

    Starwood Mortgage Capital LLC

    4064 Colony Road, Suite 410

    Charlotte, NC 28211

    Phone: 305-695-5502

    lfairbanks@starwood.com

     

    with a copy to:

    

    Jeremy Beard

    Senior Vice President

    Starwood Mortgage Capital LLC

    605 Third Avenue, 38th Floor

    New York, NY 10158

    Phone: 646-884-6421

    jbeard@starwood.com

    

     

	One
    Wilshire	Notes
    A-2, A-3, A-4

    Goldman Sachs Bank USA




    	 	Exhibit S-1	 



     


    


 


		
    

    Notice Address:

    Goldman Sachs Bank USA

    200 West Street

    New York, New York 10282

    Attention: Leah Nivison

    email: leah.nivison@gs.com

    email: gs-refgsecuritization@gs.com

    

    with copies by electronic mail to:

    

    Joe Osborne at joe.osborne@gs.com and gs-refglegal@gs.com

     

     

    DBR Investments Co. Limited

    60 Wall Street, 10th Floor

    New York, New York 10005

    Attention: Robert W. Pettinato

    Facsimile No.: (212) 797-4489

     

    with a copy to:

     

    DBR Investments Co. Limited

    60 Wall Street, 10th Floor

    New York, New York 10005

    Attention: General Counsel

    Facsimile No.: (646) 736-5721

     

	JW Marriott Desert Springs 	
     

    Note A-2

    Goldman Sachs Bank USA

     

    Notice Address:

    Goldman Sachs Bank USA

    200 West Street

    New York, New York 10282

    Attention: Leah Nivison

    email: leah.nivison@gs.com

    email: gs-refgsecuritization@gs.com

    

    with copies by electronic mail to:

    

    Joe Osborne at joe.osborne@gs.com and gs-refglegal@gs.com

     

	

Woodmore
    Towne Centre	Notes
                                            A-2 and A-3


 


Notice Address:


Goldman Sachs Bank USA


200 West Street

New York, New York 10282

Attention: Leah Nivison

email: leah.nivison@gs.com

email: gs-refgsecuritization@gs.com



with copies by electronic mail to:



Joe Osborne at joe.osborne@gs.com and gs-refglegal@gs.com





    	 	Exhibit S-2	 



     


    


 


		
    

     

	Moonwater Office Portfolio	
    Notes A-3 and A-4

    Barclays Bank PLC

     

    Notice Address:

    Barclays Bank PLC

    745 Seventh Avenue

    New York, New York 10019

    Attention: Sabrina Khabie

	The Kirby Collection	
    Note A-2

    Citi Real Estate Funding Inc.

     

    Notice Address:

    Citi Real Estate Funding Inc.

    388 Greenwich Street, 6th Floor

    New York, New York 10013

    Attention: Richard Simpson

    Facsimile number: (646) 328-2943

     

    with an electronic copy emailed to: richard.simpson@citi.com

     

    with copies to:

     

    Citi Real Estate Funding Inc.

    390 Greenwich Street, 5th Floor

    New York, New York 10013

    Attention: Raul Orozco

    Facsimile number: (347) 394-0898

     

    with an electronic copy emailed to: raul.d.orozco@citi.com

     

    and

     

    Citi Real Estate Funding Inc.

    388 Greenwich Street, 17th Floor

    New York, New York 10013

    Attention: Ryan M. O’Connor

    Facsimile number: (646) 862-8988

     

    with an electronic copy emailed to: ryan.m.oconnor@citi.com

	Grede Casting Industrial Portfolio 	
    Note A-2

     

    Goldman Sachs Bank USA

     

    Notice Address:

    Goldman Sachs Bank USA

    200 West Street

    New York, New York 10282

    Attention: Leah Nivison

    email: leah.nivison@gs.com

    email: gs-refgsecuritization@gs.com

    

    with copies by electronic mail to:

    

    Joe Osborne at joe.osborne@gs.com and gs-refglegal@gs.com

     





    	 	Exhibit S-3	 



     


    


 


	Glen Forest Office Portfolio	
    Note A-2-1 and Note A-2-2

    Citi Real Estate Funding Inc.

     

    Notice Address:

    Citi Real Estate Funding Inc.

    388 Greenwich Street, 6th Floor

    New York, New York 10013

    Attention: Richard Simpson

    Facsimile number: (646) 328-2943

     

    with an electronic copy emailed to: richard.simpson@citi.com

     

    with copies to:

     

    Citi Real Estate Funding Inc.

    390 Greenwich Street, 5th Floor

    New York, New York 10013

    Attention: Raul Orozco

    Facsimile number: (347) 394-0898

     

    with an electronic copy emailed to: raul.d.orozco@citi.com

     

    and

     

    Citi Real Estate Funding Inc.

    388 Greenwich Street, 17th Floor

    New York, New York 10013

    Attention: Ryan M. O’Connor

    Facsimile number: (646) 862-8988

     

    with an electronic copy emailed to: ryan.m.oconnor@citi.com






 




    	 	Exhibit S-4	 



     


    


EXHIBIT T


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS 


[Date]


 


[[OLD CHICAGO POST OFFICE][CX – 350 & 450 WATER STREET][THE
SUMMIT]:


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden and Alan Williams

Facsimile: (877) 379-1625

E-mail: michael_a_tilden@keybank.com and keybank_notices@keybank.com


 


with a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

E-mail: kkohring@polsinelli.com]


 


[[NOVO NORDISK HQ][NYBERG PORTFOLIO][SARA
LEE PORTFOLIO][CHARCUTERIE ARTISANS SLB]:


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565


Reference: Benchmark 2021-B31


 


with a copy to:


 


Stinson LLP


1201 Walnut Street, Suite 2900


Kansas City, Missouri 64106-2150


Attention: Kenda K. Tomes


Fax number: (816) 412-9338]


 


[425 EYE STREET:


 




    	 	Exhibit T-1	 



     


    


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: GSMS 2021-GSA3 Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


Wells Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage

Reference: GSMS 2021-GSA3


 


with a copy to:


 


K&L Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: GSMS 2021-GSA3]


 


[601 LEXINGTON AVENUE:




Wells Fargo Bank, National Association

Commercial Mortgage Servicing

550 S. Tryon Street

MAC D1086-23A, 23rd Floor

Charlotte, North Carolina 28202

Attention: BXP 2021-601L Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


K&L Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: BXP 2021-601L


Fax Number: (704) 353-3190]


 




    	 	Exhibit T-2	 



     


    


[EXCHANGERIGHT NET LEASED PORTFOLIO #53:


 


Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax number: 1-888-706-3565


Reference: [Benchmark 2022-B33]


 


with a copy to:


 


Stinson LLP


1201 Walnut Street, Suite 2900


Kansas City, Missouri 64106


Attention: Kenda K. Tomes


Fax number: (816) 412-9338]


VIA FACSIMILE


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32



Dear [__________]:


[KeyBank National Association][Midland
Loan Services, a Division of PNC Bank, National Association][Wells Fargo Bank, National Association], is the master servicer (the “Non-Serviced
Master Servicer”) for Whole Loan[s] secured by the [Mortgaged Propert[y][ies]][portfolio of Mortgaged Properties] identified
as [Old Chicago Post Office][CX- 350 & 450 Water Street][The Summit][Novo Nordisk HQ][425 Eye Street][601 Lexington Avenue][Nyberg
Portfolio][Sara Lee Portfolio][Charcuterie Artisans SLB][ExchangeRight Net Leased Portfolio #53] (the “Subject Whole Loan[s]”)
on the Mortgage Loan Schedule, as such term is defined under the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “2022-B32
Pooling and Servicing Agreement”) between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as master servicer (the “2022-B32 Master Servicer”), KeyBank
National Association, as special servicer, Computershare Trust Company, National Association, as certificate administrator (the “Certificate
Administrator”), Wilmington Trust, National Association, as trustee (the “Trustee”), and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer. The Certificate Administrator hereby directs the Non-Serviced Master
Servicer, as follows:


The Non-Serviced Master Servicer
shall remit to the 2022-B32 Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may
be, to the 2022-B32 Master Servicer all reports, statements, documents, communications, and other information that are to be forwarded,
delivered or otherwise made available to, the holder of the Subject Whole Loan[s].




    	 	Exhibit T-3	 



     


    


The Subject Whole Loan [is][is
not] a Significant Obligor (as such term is defined in the 2022-B32 Pooling and Servicing Agreement) under the 2022-B32 Pooling and Servicing
Agreement.


Thank you for your attention
to this matter.


 


Date:                                      


	 	 	 
	 	 	 
	 	 	Computershare Trust Company, National 

Association, as Certificate Administrator for 

the Holders of the Benchmark 2022-B32 

Mortgage Trust,
Commercial Mortgage 

Pass-Through Certificates, Series 2022-B32 

and the RR Interest Owners
	 	 	 
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]







    	 	Exhibit T-4	 



     


    


EXHIBIT U


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN 


To:


	 	S&P Global Ratings

    55 Water Street, 41st Floor

    New York, New York  10041

    Attention: Commercial Mortgage 

Surveillance Manager

    Email: 

cmbs_info_17g5@standardandpoors.com	Kroll Bond Rating Agency, LLC

    805 Third Avenue 29th floor

    New York, New York 10022

    Attention: CMBS Surveillance

    Facsimile No.: (646) 731-2395
	 	Fitch Ratings,
    Inc.

    300 West 57th Street

    New York, New York 10019

    Attention:  Commercial Mortgage Surveillance Group 

    Facsimile No.:  (212) 635-0295

    E-mail: info.cmbs@fitchratings.com	 


 


	From:	Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer under
the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between J.P.
Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations
Reviewer.



		Date:	_________, 20___



		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage Loan
Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage
Loan Schedule by the following names:____________________

       ____________________





    	 	Exhibit U-1	 



     


    



Reference is made to the
Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms
in the Pooling and Servicing Agreement.


As Servicer under the Pooling
and Servicing Agreement, we hereby:


(a)  
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of
the type checked below:


____a full defeasance of the entire
principal balance of the Mortgage Loan; or


____a partial defeasance of a portion
of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______% of the entire
principal balance of the Mortgage Loan;


(b)            Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which exceptions
the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on the Mortgage Loan
or the defeasance transaction:


(i)            The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in all material
respects in completing the defeasance.


(ii)           The
defeasance was consummated on __________, 20__.


(iii)         The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16) of
the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance Criteria
2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity cannot vary
or change, and (iv) are not subject to prepayment, call or early redemption.


(iv)         The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard) that
the defeasance will not result in an Adverse REMIC Event.


(v)          The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that
is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria, as amended
to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational documents
substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy remoteness
and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance collateral and
real property securing Mortgage Loans included in the pool.




    	 	Exhibit U-2	 



     


    


(vi)         The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


(vii)        The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf of the
Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of the defeasance
collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified in the Mortgage Loan
documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for the real property
defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled Payments”),
(iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined in the Pooling and Servicing
Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus defeasance collateral and earnings
on reinvestment from the pledged securities account only after the Mortgage Loan has been paid in full, if any such release is permitted,
(v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral,
and (vi) provide for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees
and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of
maintaining the existence of the Defeasance Obligor.


(viii)      The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the Master
Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking into account
any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after the defeasance including
the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its Maturity Date,
(ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months
after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal
year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.


(ix)           The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The entire
principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool balance, which
is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution Date Statement
received by us (the “Current Report”).


(x)            The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first priority
security interest in




    	 	Exhibit U-3	 



     


    


the defeasance collateral and that the
documents executed in connection with the defeasance are enforceable in accordance with their respective terms.


(c)           Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


(d)  
      Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did
constitute a Servicing Officer as of the date of the defeasance described above.


(e)            
Agree to provide copies of all items listed in Exhibit B to you upon request.




    	 	Exhibit U-4	 



     


    


IN WITNESS WHEREOF, the
Master Servicer has caused this Notice and Certification to be executed as of the date captioned above. 


	 	 	 
	 	 	 
	 	[____________]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







    	 	Exhibit U-5	 



     


    


EXHIBIT V


FORM OF OPERATING ADVISOR
ANNUAL REPORT[1]


Report Date: This report will be delivered annually no later
than 120 days after the end of the calendar year, pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as
of February 1, 2022 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association,
as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.

Transaction: Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer as of December 31, 20[__]: [_____]

Directing Certificateholder: [_____]


I.       Population
of Mortgage Loans that Were Considered in Compiling this Report


		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans were transferred
to special servicing in the prior calendar year [INSERT YEAR].



		a.	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of
the development of a Final Asset Status Report.



		b.	Final Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. This
report is based only on the Specially Serviced Loans in respect of which a Final Asset Status Report has been issued. The Final Asset
Status Reports may not yet be fully implemented.



		2.	The Special Servicer has notified the Operating Advisor that it has completed a Major Decision with respect
to [●] Specially Serviced Loans, and provided the Major Decision Reporting Package or Final Asset Status Report with respect to
[●] Specially Serviced Loans to the operating advisor.



II.       Executive
Summary


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance
with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s reported actions on the


 



1
   This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance
with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.




    	 	Exhibit V-1	 



     


    


loans identified in this report. Based solely
on such limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor believes,
in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance with the Servicing Standard
with respect to its performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a “trust-level
basis”. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to
materially comply with the Servicing Standard as a result of the following material deviations.]


		●     	[LIST
                                            OF MATERIAL DEVIATION ITEMS]



In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


[ADD RECOMMENDATION OF REPLACEMENT
OF SPECIAL SERVICER, IF APPLICABLE]


III.       List
of Items that Were Considered in Compiling this Report


In rendering our assessment
herein, we examined and relied upon the accuracy and completeness of the items listed below:


		1.	Any Major Decision Reporting Packages received from the Special Servicer.



		2.	Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate
administrator’s website that is relevant to the operating advisor’s obligations under the PSA and certain information it has
reasonably requested from the special servicer and each Asset Status Report and each Final Asset Status Report.



		3.	The Special Servicer’s assessment of compliance report, attestation report by a third party regarding
the Special Servicer’s compliance with its obligations, and non-discretionary portions of net present value calculations.



		4.	[LIST OTHER REVIEWED INFORMATION]



		5.	[INSERT IF AFTER A CONTROL TERMINATION EVENT:] Consulted with the Special Servicer as provided under the
Pooling and Servicing Agreement Asset Status Reports and Major Decision Reporting Packages or Asset Status Reports with respect to Major
Decisions.



		6.	[INSERT IF AFTER A CONTROL TERMINATION EVENT:] During the prior year, the Operating Advisor consulted
with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Loans:
[LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action
to the extent it deemed such observations and recommendations appropriate.





    	 	Exhibit V-2	 



     


    


NOTE: The Operating Advisor’s
review of the above materials should be considered a limited investigation and not be considered a full or limited audit, legal review
or legal opinion. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments
and appendices), review underlying lease agreements or similar underlying documents, re-engineer the quantitative aspects of their net
present value calculation, visit any related property, visit the Special Servicer, visit the Directing Certificateholder or interact with
any borrower. In addition, our review of the net present value calculations and the corresponding application of the non-discretionary
portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such
formulas.


IV.       Assumptions,
Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report
on instances of non-compliance with, or deviations from, the Servicing Standard or the special servicer’s obligations under the
Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial
and (ii) will not be required to provide or obtain a legal opinion, legal review or legal conclusion.



		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments,
and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute
such documents.



		3.	Other than the receipt of any Major Decision Reporting Package, the Operating Advisor did not participate
in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced
Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder or borrower directly. As such, the Operating
Advisor relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if any,
in gathering the relevant information to generate this report. The services that we perform are not designed and cannot be relied upon
to detect fraud or illegal acts should any exist.



		4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans
pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth
therein or the actions of the Special Servicer.



		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline
the details or substance of any communication held between it and the Special Servicer regarding any Specially Serviced Loans and certain
information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect
all the relevant information that the Operating Advisor is given access to by the Special Servicer.





    	 	Exhibit V-3	 



     


    


		6.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions
regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s
website.



		7.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating
Advisor take into account market prices of securities or financial markets generally when performing its limited review of the Special
Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party
or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and any
Certificateholder, party or individual.



Terms used but not defined herein have the
meaning set forth in the Pooling and Servicing Agreement.




    	 	Exhibit V-4	 



     


    


EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington Trust, National Association


      as Trustee

1100 North Market Street

Wilmington Delaware 19890

Attention: CMBS Trustee


Email: CMBSTrustee@wilmingtontrust.com


 


Computershare Trust Company, National Association

as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2022-B32 Mortgage Trust


Telecopy Number: (410) 715-2380


 


KeyBank National Association

as Special Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com


 


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 

Recommendation of Replacement of Special Servicer



Ladies and Gentlemen:


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of Benchmark 2022-B32 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2022-B32 (the “Certificates”) and the RR Interest Owners regarding the replacement
of the Special Servicer. Capitalized terms used and not otherwise defined herein




    	 	Exhibit W-1	 



     


    


shall have the respective meanings ascribed
to such terms in the Pooling and Servicing Agreement.


Based upon our review of
the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Pooling and Servicing
Agreement, it is our assessment that KeyBank National Association, National Association, in its current capacity as Special Servicer,
is not [performing its duties under the Pooling and Servicing Agreement][acting in accordance with the Servicing Standard]. The following
factors support our assessment: [________].


Based upon such assessment,
we further hereby recommend that KeyBank National Association be removed as Special Servicer and that [________] be appointed its successor
in such capacity.


	 	 	 
	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	 
	 	 
	 	 	[The Operating Advisor]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





Dated:


 




    	 	Exhibit W-2	 



     


    


EXHIBIT X


Form
of CONFIDENTIALITY Agreement


 


Midland Loan Services, a Division of PNC
Bank, National Association


10851 Mastin Street


Building 82, Suite 300


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com


 


		Re:	Access to Certain Information Regarding Benchmark 2022-B32 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2022-B32



Ladies and Gentlemen:


Reference is hereby made to that certain Pooling
and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association, as Certificate Administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer. Defined
terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


[Midland Loan Services, a Division of PNC Bank,
National Association (“Midland”)][KeyBank National Association (“KeyBank”)] understands that [____]
(the “Company”) is requesting certain confidential
or non-public information relating to the Mortgage Loans to which the Company has continuing rights as a Certificateholder. The Company
is requesting such information for the purpose of analyzing asset performance and evaluating any continuing rights the Company may have
under the Trust (the “Permitted Purpose”). The Company
agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner
that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


[Midland][KeyBank] will provide the Company
with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges
that the Confidential




    	 	Exhibit X-1	 



     


    


[_____] [__], 20[__] 

Page 2


Information (a) includes or may be based
upon information provided to [Midland][KeyBank] by third parties, (b) may not have been verified by [Midland][KeyBank], and (c) may
be incomplete or contain inaccuracies. The Company agrees that [Midland][KeyBank], the [“Master Servicer”/“Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not
have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information,
(y) any use of the Confidential Information, or (z) [Midland][KeyBank]’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Midland][KeyBank]; (b) information that is obtained by Company from a third person who, insofar as is
known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to [Midland][KeyBank];
(c) information that is or becomes publicly available through no fault of Company; and (d) information that is independently
developed by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general partners,
employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


The Company may have access to the Confidential
Information through (at [Midland][KeyBank]’s election): (i) responses to reasonable written inquiries received from the Company,
(ii) conference calls conducted on a reasonably scheduled basis with [Midland][KeyBank]’s surveillance group, or (iii) direct
on-line access (read-only capacity) to the information available on the applicable [____] system or any successor or replacement system
(“System”). [Midland][KeyBank] may cease or defer providing
the Company with Confidential Information in the event that (a) the Company or its Representatives violate any provision hereof,
or (b) [Midland][KeyBank] determines (in its sole discretion) that such termination is necessary for any reason, including its determination
that such action is required pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any
applicable law. [Midland][KeyBank] shall cease to provide the Company with Confidential Information if [Midland][KeyBank] has actual knowledge
that the Company or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Midland][KeyBank] determines
that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing standards
as defined in the Pooling and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection of
the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential Information. [Midland][KeyBank]’s
remedies hereunder, at law or at equity, are cumulative and may be combined.


The Company agrees that it will not, and it
shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person or entity,
other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need to know the information,
or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company acknowledges (i) its
obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information by it or its Representatives
for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement, may constitute a violation of
federal and state securities laws. The Company will take reasonable measures to ensure that each Representative is advised of this




    	 	Exhibit X-2	 



     


    


[_____] [__], 20[__] 

Page 3


letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity that
holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership
interest or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


This letter agreement shall be governed by
and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything herein
to the contrary notwithstanding, [Midland][KeyBank] intends at all times to comply with the terms and provisions of the Pooling and Servicing
Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Midland][KeyBank]’s rights or obligations
under the Pooling and Servicing Agreement. This letter agreement may be executed in counterparts and by facsimile/Portable Document Format
(PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder. Company
agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality of Confidential
Information agreed to in connection with accessing the System whether agreed to in accessing the System before or after signing this letter
agreement.


 




    	 	Exhibit X-3	 



     


    


Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


	 	 	 
	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	 
	 	[MIDLAND LOAN SERVICES, A DIVISION 
 OF PNC BANK, NATIONAL ASSOCIATION]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	 	 
	 	[KEYBANK NATIONAL ASSOCIATION]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


CONFIRMED
AND AGREED TO:


[COMPANY NAME]


	 	 	 
	 	 	 
	By:		 
		Name:	 
	 	Title:	 


 




    	 	Exhibit X-4	 



     


    


EXHIBIT Y


FORM CERTIFICATION TO BE PROVIDED WITH FORM
10-K


CERTIFICATION


I, [identifying the certifying
individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities Corp., the depositor into the
above-referenced Trust, certify that:


1.                 
I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by
this report on Form 10-K, of the Benchmark 2022-B32 Mortgage Trust (the “Exchange
Act periodic reports”);


2.                 
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;


3.                 
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the
period covered by this report is included in the Exchange Act periodic reports;


4.                 
Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except
as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all
material respects; and


5.                 
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation
reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise
disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form
10-K.


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


(A) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator and Custodian, Wilmington Trust, National Association, as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and Asset Representations Reviewer;


(B) KeyBank National Association,
as Master Servicer and Special Servicer for the Old Chicago Post Office Mortgage Loan, Wilmington Trust, National Association, as




    	 	Exhibit Y-1	 



     


    


Trustee, for the Old Chicago Post Office Mortgage
Loan and Computershare Trust Company, National Association, as Certificate Administrator and Custodian for the Old Chicago Post Office
Mortgage Loan;


(C) KeyBank National Association,
as Master Servicer for the CX – 350 & 450 Water Street Mortgage Loan, Situs Holdings, LLC, as Special Servicer for the CX –
350 & 450 Water Street Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian for the CX
– 350 & 450 Water Street Mortgage Loan, Wells Fargo Bank, National Association, as Trustee for the CX – 350 & 450
Water Street Mortgage Loan and Park Bridge Lender Services LLC, as Operating Advisor for the CX – 350 & 450 Water Street Mortgage
Loan;


(D) KeyBank National Association,
as Master Servicer and Special Servicer for The Summit Mortgage Loan, Computershare Trust Company, National Association, as Certificate
Administrator and Custodian for The Summit Mortgage Loan, Wilmington Trust, National Association, as Trustee for The Summit Mortgage Loan
and Pentalpha Surveillance LLC, as Operating Advisor for The Summit Mortgage Loan;


(E) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer for the Novo Nordisk HQ Mortgage Loan, Rialto Capital Advisors, LLC,
as Special Servicer for the Novo Nordisk HQ Mortgage Loan, Citibank, National Association, as Certificate Administrator and Custodian
for the Novo Nordisk HQ Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Novo Nordisk HQ Mortgage Loan and Pentalpha
Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for the Novo Nordisk HQ Mortgage Loan;


(F) Wells Fargo Bank, National
Association, as Master Servicer for the 425 Eye Street Mortgage Loan, Argentic Services Company LP, as Special Servicer for the 425 Eye
Street Mortgage Loan, Computershare Trust Company, National Association, as Certificate Administrator and Custodian for the 425 Eye Street
Mortgage Loan, Wilmington Trust, National Association, as Trustee for the 425 Eye Street Mortgage Loan and Pentalpha Surveillance LLC,
as Operating Advisor and Asset Representations Reviewer for the 425 Eye Street Mortgage Loan;


(G) Wells Fargo Bank, National
Association, as Master Servicer for the 601 Lexington Avenue Mortgage Loan, Situs Holdings, LLC, as Special Servicer for the 601 Lexington
Avenue Mortgage Loan and Computershare Trust Company, National Association, as Certificate Administrator, Trustee and Custodian for the
601 Lexington Avenue Mortgage Loan;


(H) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer for the Nyberg Portfolio Mortgage Loan, Rialto Capital Advisors, LLC,
as Special Servicer for the Nyberg Portfolio Mortgage Loan, Citibank, National Association, as Certificate Administrator and Custodian
for the Nyberg Portfolio Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Nyberg Portfolio Mortgage Loan and
Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for the Nyberg Portfolio Mortgage Loan;




    	 	Exhibit Y-2	 



     


    


(I) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer for the Sara Lee Portfolio Mortgage Loan, Rialto Capital Advisors, LLC,
as Special Servicer for the Sara Lee Portfolio Mortgage Loan, Citibank, National Association, as Certificate Administrator and Custodian
for the Sara Lee Portfolio Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Sara Lee Portfolio Mortgage Loan
and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for the Sara Lee Portfolio Mortgage Loan;


(J) Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer for the Charcuterie Artisans SLB Mortgage Loan, Rialto Capital Advisors,
LLC, as Special Servicer for the Charcuterie Artisans SLB Mortgage Loan, Citibank, National Association, as Certificate Administrator
and Custodian for the Charcuterie Artisans SLB Mortgage Loan, Wilmington Trust, National Association, as Trustee for the Charcuterie Artisans
SLB Mortgage Loan and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for the Charcuterie Artisans
SLB Mortgage Loan;


(K) [PRIOR TO THE RELATED
SERVICING SHIFT SECURITIZATION DATE: Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer for the ExchangeRight
Net Leased Portfolio #53 Mortgage Loan, KeyBank National Association, as Special Servicer for the ExchangeRight Net Leased Portfolio #53
Mortgage Loan, Computershare Trust Company, National Association, as Certificate Administrator and Custodian for the ExchangeRight Net
Leased Portfolio #53 Mortgage Loan, Wilmington Trust, National Association, as Trustee for the ExchangeRight Net Leased Portfolio #53
Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for the ExchangeRight Net Leased
Portfolio #53 Mortgage Loan;][AFTER THE RELATED SERVICING SHIFT SECURITIZATION DATE: [__], as Primary Servicer for the ExchangeRight Net
Leased Portfolio #53 Mortgage Loan, [__], as Special Servicer for the ExchangeRight Net Leased Portfolio #53 Mortgage Loan, [__], as Trustee
f for the ExchangeRight Net Leased Portfolio #53 Mortgage Loan, [__], as Certificate Administrator and Custodian for the ExchangeRight
Net Leased Portfolio #53 Mortgage Loan, and [__], as Operating Advisor and Asset Representations Reviewer for the ExchangeRight Net Leased
Portfolio #53 Mortgage Loan];


 


Date:                                                             


 


	 	 	 
	President and Chief Executive Officer	 	 
	J.P. Morgan Chase Commercial Mortgage	 	 
	Securities Corp.	 	 
	(Senior officer in charge of the securitization of	 	 
	the depositor)	 	 







    	 	Exhibit Y-3	 



     


    


EXHIBIT Z-1


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.



I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed
by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization,
to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002:


1.                  
I (or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K (collectively,
with the Form 10-K, the “Reports”);


2.                 
Based on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


3.                 
Based on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under
the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports and
all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian, the
master servicer, the special servicer and the operating advisor under the Pooling and Servicing Agreement for inclusion in the Reports
for the period covered by the Form 10-K is included in the Reports;


4.                 
I (or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate




    	 	Exhibit Z-1-1	 



     


    


Administrator compliance statement required
to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB,
and except as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects; and


5.                 
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate
Administrator or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included in the
Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to the
Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K and such assessment
of compliance is fairly stated in all material respects.


This Certification is being
signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement.


 


Dated:                                                                    


	 	 
	 	 
	 	
	 	Name:
	 	Title:







    	 	Exhibit Z-1-2	 



     


    


EXHIBIT Z-2


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.



I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed
by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization,
to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002:


1.                 
I (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master Servicer in accordance
with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the
period covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”) (such information provided by the
Master Servicer, collectively, the “Master Servicer Periodic Information”);


2.                 
Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Form
10-K;


3.                 
Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Pooling and Servicing Agreement for




    	 	Exhibit Z-2-1	 



     


    


inclusion in the Reports for the period covered
by the Form 10-K is included in the Master Servicer Periodic Information;


4.                  
I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer compliance
statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects;


5.                  
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the
Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance
with the standards for attestation engagements issued or adopted by the PCAOB; and


6.                 
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant
Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all material respects.


This Certification is being
signed by me as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer under the
Pooling and Servicing Agreement.


 


Dated:                                                                 


	 	 
	 	 
	 	
	 	Name:
	 	Title:







    	 	Exhibit Z-2-2	 



     


    


EXHIBIT Z-3


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.



I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed
by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization,
to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002:


1.                 
I (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period
ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer in accordance
with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the
period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the
Special Servicer, collectively, the “Special Servicer Periodic Information”);


2.                 
Based on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


3.                 
Based on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and
Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic
Information;


4.                 
I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing




    	 	Exhibit Z-3-1	 



     


    


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 XI of
the Pooling and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Special
Servicer Periodic Information, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects;


5.                 
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to
the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review
in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


6.                 
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant
Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all
material respects.


This Certification is being
signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer under the
Pooling and Servicing Agreement.


Dated:                                                         


	 	 
	 	 
	 	
	 	Name:
	 	Title:







    	 	Exhibit Z-3-2	 



     


    


EXHIBIT Z-4


Form
of Certification to be Provided

to Depositor by Trustee


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.



I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed
by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization,
to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002:


1.                 
I (or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement for
inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K (collectively
with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively, the “Trustee Periodic
Information”);


2.                 
Based on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


3.                 
Based on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


4.                 
I (or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance




    	 	Exhibit Z-4-1	 



     


    


statement to be delivered under Article XI
of the Pooling 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 Pooling and Servicing Agreement in all material
respects; and


5.                 
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or
any Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related attestation
reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered
for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered
in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria have
been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.


This Certification is being
signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement.


Dated:                                                            


	 	 
	 	 
	 	
	 	Name:
	 	Title:







    	 	Exhibit Z-4-2	 



     


    


EXHIBIT Z-5


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.



I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed
by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization,
to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002:


1.                 
I (or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K (collectively
with the Form 10-K, the “Reports”) (such information provided by the Operating Advisor, collectively, the “Operating
Advisor Periodic Information”);


2.                 
Based on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


3.                 
Based on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


4.                 
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating




    	 	Exhibit Z-5-1	 



     


    


to the Operating Advisor’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


5.                 
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating
Advisor or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


This Certification is being
signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor under
the Pooling and Servicing Agreement.


Dated:                                                        


	 	 
	 	 
	 	
	 	Name:
	 	Title:







    	 	Exhibit Z-5-2	 



     


    


EXHIBIT Z-6


Form
of Certification to be Provided

to Depositor by CUSTODIAN


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC,
as Operating Advisor and as Asset Representations Reviewer.



I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed
by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization,
to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002:


1.                 
I (or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with
the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement for
inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K (collectively
with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively, the “Custodian
Periodic Information”);


2.                 
Based on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


3.                 
Based on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


4.                 
I (or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance




    	 	Exhibit Z-6-1	 



     


    


statement to be delivered under Article XI
of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed
in the Custodian Periodic Information, the Custodian has fulfilled its obligations under the Pooling and Servicing Agreement in all material
respects; and


5.                 
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian
or any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18,
have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant
Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all
material respects.


This Certification is being
signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement.


Dated:                                                       


	 	 
	 	 
	 	
	 	Name:
	 	Title:







    	 	Exhibit Z-6-2	 



     


    


EXHIBIT Z-7


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2022-B32, issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer.



I, [identity of certifying
individual], hereby certify, with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification concerning the Trust, to be signed
by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an Other Securitization,
to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange Commission pursuant to
the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Asset Representations Reviewer in accordance with the Pooling and
Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the
Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Asset Representations
Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”);


 


2.       Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K; and


 


3.       Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing Agreement
for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer Periodic Information.


 




    	 	Exhibit Z-7-1	 



     


    


       This
Certification is being signed by me as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed
by the Asset Representations Reviewer under the Pooling and Servicing Agreement.


 


Dated:                                                     


	 	 
	 	 
	 	
	 	Name:
	 	Title:







    	 	Exhibit Z-7-2	 



     


    


EXHIBIT AA


Servicing
Criteria

to be Addressed in Assessment of Compliance


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”
applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not
requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance provided by the Commission or
its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this Exhibit AA, other than with
respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer.


 


	 	APPLICABLE Servicing Criteria 	applicable

PARTY
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	
    Master Servicer

    Special Servicer

    Custodian (as applicable)

	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate Administrator

Master Servicer

Special Servicer
	 	Cash Collection and Administration	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate Administrator
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Master Servicer

Special Servicer

Trustee (as applicable)1
	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	
    Certificate Administrator

    Master Servicer

    Special Servicer








 



1 Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling
and Servicing Agreement during the applicable calendar year.


    	 	Exhibit AA-1	 



     


    


 


	 	APPLICABLE Servicing Criteria 	applicable 

PARTY
	Reference	Criteria	 
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	
    Certificate Administrator

    Master Servicer

    Special Servicer

	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Certificate Administrator

Operating Advisor (with respect to A and B)




	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	Certificate Administrator
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate Administrator
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

Special Servicer
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Certificate Administrator

Master Servicer

Special Servicer
	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer




    	 	Exhibit AA-2	 



     


    


 


	 	APPLICABLE Servicing Criteria 	applicable

PARTY
	Reference	Criteria	 
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Operating Advisor
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


At all times that the Certificate
Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined assessment of compliance
in respect of their combined responsibilities under Section 1122 of Regulation AB.


At all times that the Master
Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.




    	 	Exhibit AA-3	 



     


    


EXHIBIT BB


ADDITIONAL
FORM 10-D DISCLOSURE


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose
to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and
Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating statements,
budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other than information
as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such)
shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate
Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there
is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no other
party or property will constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or
the Special Servicer be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the
Master Servicer or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be. For this Benchmark 2022-B32
Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in
its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments
within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-D	Party
    Responsible
	Item 1A: Asset-Level Information

    ●    Item 1111(h)
    of Regulation AB

    ●    Item 1125
    of Regulation AB
	●    Each
    Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the reporting period applicable to the first Form 10-D
    filed with respect to the Trust)

    ●    Master
    Servicer

	Item 1B: Asset Representations
    Reviewer and Investor Communication:

    ●    Item 1121(d)
    of Regulation AB

    ●    Item 1121(e)
    of Regulation AB
	●    Certificate
    Administrator

    ●    Depositor

    ●    Asset
    Representations Reviewer





    	 	Exhibit BB-1	 



     


    


	Item
    on Form 10-D	Party
    Responsible
	Item
                                            2: Legal Proceedings:

    ●     Item
    1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
    are material to security holders)
	●    Master
                                            Servicer (as to itself)

    ●    Special
    Servicer (as to itself)

    ●    Certificate
    Administrator (as to itself)

    ●    Trustee
    (as to itself)

    ●    Depositor
    (as to itself)

    ●    Operating
    Advisor (as to itself)

    ●    Asset
    Representations Reviewer (as to itself)

    ●    Any
    other Reporting Servicer (as to itself)

    ●    Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

    ●    Each
    Mortgage Loan Seller as sponsor (as defined in Regulation AB)

    ●    Originators
    under Item 1110 of Regulation AB

    ●    Party
    under Item 1100(d)(1) of Regulation AB

	Item
    3:  Sale of Securities and Use of Proceeds	●    Depositor
	Item
    4:  Defaults Upon Senior Securities	●    Certificate
    Administrator
	Item
    5:  Submission of Matters to a Vote of Security Holders	●    Certificate
    Administrator
	Item
                                            6: Significant Obligors of Pool Assets:

                                                                                                                                                   

                                                                                ●     Item
1112(b) of Regulation AB 
	●    Master
    Servicer (excluding information for which the Special Servicer is the “Party Responsible”)






    	 	Exhibit BB-2	 



     


    

	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;

    (b) the information to be reported
    shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO
    Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property),
    received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement;
    provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
    for the most recent fiscal year and interim period is required and, if such information for a prior period was required but
    not previously reported, such information for such prior period; and

    (c) the information shall be
    reportable in the Form 10-D that relates to the Distribution Date that immediately follows the Collection Period in which the information
    was received or prepared by the “Party Responsible” as described in clause (b) above.

     
	

    ●   Special
Servicer (as to REO Properties)

	Item 7:   Change in Sponsor Interest
    in the Securities:

    ●      Item 1124 of Regulation AB
	●     Each
    Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	Item 8: Significant Enhancement
    Provider Information:

    ●      Item
    1114(b)(2) and Item 1115(b) of 

     
	●     Depositor




    	 	Exhibit BB-3	 



     


    




	Item
    on Form 10-D	Party
    Responsible
	Regulation
    AB	 
	Item
    9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a)
    such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD, (b) such information is
    required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c)
    such information was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit DD.

    ●     Certificate
    Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account
    as of the related Distribution Date and the preceding Distribution Date)

    ●     Master
    Servicer (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
    Servicer within the time period specified in Section 11.04 of this Agreement) and the Collection Account as of the related Distribution
    Date and the preceding Distribution Date)

    ●     Special
    Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date)

    ●     Any
    other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
    AB to the extent material to Certificateholders)

	Item 10: Exhibits (no. 3):

    Articles of incorporation and
    by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	  ●      Depositor
	Item
    10: Exhibits (no. 4):	  ●     Certificate
    Administrator



 


 



    	 	Exhibit BB-4	 



     


    


 


	Item
    on Form 10-D	Party
    Responsible
	

    With respect to instruments defining
    the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	

    ●    Depositor

    provided, in each case,
    that this shall in no event be construed to make such party responsible for the initial filing of this 

    provided further, in
    each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
    then the Depositor shall be the responsible party.

	Item 10: Exhibits (no. 10):

    Material contracts (Exhibit No.
    10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
    party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	Item 10: Exhibits (no. 22):

    Published Report Regarding Matters
    Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party
    Responsible” with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above
    and also elects to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing
    the published report.
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	Item
                                            10: Exhibits (no. 23):


Consents of Experts and Counsel (Exhibit
No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is

	●    Depositor




    	 	Exhibit BB-5	 



     


    






 


	Item
    on Form 10-D	Party
    Responsible
	required
    with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	
	Item 10: Exhibits (no. 24)

    Power of Attorney (Exhibit No.
    24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the
    Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item 10: Exhibits (no. 99)

    Additional exhibits (Exhibit
    No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 10: Exhibits (no. 100)

    XBRL-Related Documents (Exhibit
    No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
    10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a)
    such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document
    is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and
    (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for
    the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer
    constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K); provided,
    in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator,
    then the Depositor shall be the responsible party for this Item 10.




    	 	Exhibit BB-6	 



     


    


EXHIBIT CC


ADDITIONAL
FORM 10-K DISCLOSURE


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose
to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item
on Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial statements,
annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession) of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
(in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that
is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan
Seller. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall
be entitled to assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus
and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event
shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to
any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer, as
the case may be. For this Benchmark 2022-B32 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 10-K	Party
    Responsible
	Item 1B: Unresolved Staff Comments

     
	●     Depositor
	Item
                                            9B: Other Information, but only to the extent of any information that meets all the following
                                            conditions:


(a) such information constitutes
“Additional Form 8-K Disclosure” pursuant to Exhibit DD,


(b) such information is required
to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and


(c) such information was not previously

	●      Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit DD.  




    	 	Exhibit CC-1	 



     


    


 


	Item
    on Form 10-K	Party
    Responsible
	reported
    as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”	 
	Item
    15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	Instruction
                                            J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

    ●      Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
    (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
    as “Additional Form 10-D Information”.

     
	●      The
                                            applicable Mortgage Loan Seller

     

	Instruction
                                            J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

    ●      Item
    1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
    Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

     
	●      The
    Depositor
	Instruction
                                            J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:


●      Item
1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:


(a) information shall be required
to be reported only with respect to a party or

	●     Master
                                            Servicer (excluding information for which the Special Servicer is the “Party Responsible”)


●     Special
Servicer (as to REO Properties)







 



    	 	Exhibit CC-2	 



     


    


 


	Item
    on Form 10-K	Party
    Responsible
	property (if any) identified
    as a “significant obligor” in the Prospectus;

    (b) the information to be reported
    shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO
    Property (as applicable), and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property),
    received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Agreement;
    provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
    income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
    but not previously reported, such information for such prior period; and

    (c) the information shall be
    reportable only to the extent that is has not previously been reported as “Additional Form 10-D Information”.

     
	

	Instruction J(2)(c) (Significant
    Enhancement Provider Information):

    ●     Items
    1114(b)(2) and 1115(b) of Regulation AB

     
	   ●     Depositor
	Instruction
                                            J(2)(d) (Legal Proceedings):


●     Item
1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are
material to security holders)
	●     Master
                                            Servicer (as to itself)


●     Special
Servicer (as to itself)


●     Certificate
Administrator (as to itself)


●     Trustee
(as to itself)


 






    	 	Exhibit CC-3	 



     


    


 


	Item
    on Form 10-K	Party
    Responsible
	
	

    ●     Depositor
    (as to itself)

    ●     Trustee/Certificate
    Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

    ●     Each
    Mortgage Loan Seller as sponsor (as defined in Regulation AB)

    ●     Originators
    under Item 1110 of Regulation AB

    ●     Party
    under Item 1100(d)(1) of Regulation AB

	Instruction
                                            J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 1
                                            of 2 Parts:


1119(a) of Regulation AB,


but only the existence and (if existent)
how there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the
one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4)
any other party listed under this item as a “Party Responsible”; provided, however, that an affiliation
need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
as “Additional Form 10-K Disclosure”.


and


●     1119(b)
of Regulation AB,


but only the existence and (if
existent) the general character of any business relationship, agreement, arrangement,
	●     Master
                                            Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate
                                            Administrator, each Special Servicer or a sub-servicer retained by it meeting any of the
                                            descriptions in Item 1108(a)(3)).


●     Special
Servicer


●     Certificate
Administrator


●     Trustee


●     Asset
Representations Reviewer


●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or more
Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets of the Trust
at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible” under this item
from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such party no longer constitutes
an originator of 10% or


 





 



    	 	Exhibit CC-4	 



     


    



 


	Item
    on Form 10-K	Party
    Responsible
	
    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-B32 transaction) between itself (that is, the particular “Party Responsible”) or any of
its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller,
and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
or if it was previously reported as “Additional Form 10-K Disclosure”.

    and

    ●     1119(c)
    of Regulation AB,

    but only the existence and (if existent) a description (including
    the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2022-B32 transaction or the Mortgage
    Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
    or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however,
    that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it
    is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
    Form 10-K if it was disclosed in the Prospectus or if it was previously 

     
	
    more
    of the assets of the Trust).

    ●     Each
    party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the assets
    of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties to this Agreement,
    which notice is delivered not later than February 15 of the year in which the Form 10-K is due.

    ●     Each
    party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction” (or substantially
    similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible” under this item from
    and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such party no longer constitutes
    a material party for purposes of Regulation AB.

    ●     Each
    party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes of
    Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor to
    the parties to this Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.




 



    	 	Exhibit CC-5	 



     


    

	Item
    on Form 10-K	Party
    Responsible
	reported
    as “Additional Form 10-K Disclosure”.	 
	Instruction J(2)(e) (Affiliations
    and Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

    1119(a) of Regulation AB,

    But only the existence and (if
    existent) how there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand,
    and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided,
    however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
    or if it was previously reported as “Additional Form 10-K Disclosure”.

    and

    ●     1119(b)
    of Regulation AB,

    but only the existence and (if
    existent) the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered
    into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with
    an unrelated third party (apart from the Series 2022-B32 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

     
	●     The
    Depositor

    ●     Each
    Mortgage Loan Seller




 






    	 	Exhibit CC-6	 



     


    

	Item
    on Form 10-K	Party
    Responsible
	investor’s
                                            understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
                                            Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
                                            Form 10-K Disclosure”.


and


●     1119(c)
of Regulation AB,


but only the existence and (if existent)
a description (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2022-B32
transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the
other; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior
years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported as “Additional
Form 10-K Disclosure”.

	 
	Item 15: Exhibits (no. 2):

    Plan of acquisition, reorganization,
    arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	Item
                                            15: Exhibits (no. 3):


Articles of incorporation and by-laws
(Exhibit No. 3(i) and 3(ii) of Item 601 of 

	●     Depositor


 


 



    	 	Exhibit CC-7	 



     


    


 


	Item
    on Form 10-K	Party
    Responsible
	Regulation
    S-K)	 
	Item 15: Exhibits (no. 4):

    With respect to instruments defining
    the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Trustee

    ●     Certificate
    Administrator

    ●     Depositor

    provided,
in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Agreement

    provided
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.

	Item 15: Exhibits (no. 10):

    Material contracts (Exhibit No.
    10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
    party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	Item 15: Exhibits (no. 11):

    Statement regarding computation
    of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 15: Exhibits (no. 12):

    Statement regarding computation
    of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	●     Not
    Applicable.




    	 	Exhibit CC-8	 



     


    


 


	Item
    on Form 10-K	Party
    Responsible
	Item 15: Exhibits (no. 13):

    Annual report to security holders,
    Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 15: Exhibits (no. 14):

    Code of Ethics (Exhibit No. 14
    of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15: Exhibits (no. 16):

    Letter re change in certifying
    accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 15: Exhibits (no. 18):

    Letter re change in accounting
    principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15: Exhibits (no. 21):

    Subsidiaries of registrant (Exhibit
    No. 18 of Item 601 of Regulation S-K)
	●     Depositor.
	Item 15: Exhibits (no. 22):

    Published Report Regarding Matters
    Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
                                            15: Exhibits (no. 23) – Part 1 of 2 Parts:


Consents of Experts and Counsel
(Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in
the Form 10-D) that is incorporated by reference in the Depositor’s registration statement and (b) the

	●     Depositor




    	 	Exhibit CC-9	 



     


    


 


	Item
    on Form 10-K	Party
    Responsible
	consent
    is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant to Section 11.11 of
    this Agreement.	 
	Item 15: Exhibits (no. 23) –
    Part 2 of 2 Parts:

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting
    firm for purposes of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section
    11.11 of this Agreement.
	●     Master
    Servicer

    ●     Special
    Servicer

    ●     Depositor

    ●     Any
    other Servicing Function Participant

    provided, however,
    in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only
    to the extent that such party is required to deliver or cause the delivery of the related attestation report.

	Item 15: Exhibits (no. 24)

    Power of Attorney (Exhibit No.
    24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the
    Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator 
	Item 15: Exhibits (no. 31(i))

    Rule 13a-14(a)/15d-14(a) Certifications
    (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●     Not
    Applicable
	Item 15: Exhibits (no. 31(ii))

    Rule 13a-14(d)/15d-14(d) Certifications
    (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.06 (and Section 11.05) of this
    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)	●     Delivery
    of this exhibit (annual compliance



 



    	 	Exhibit CC-10	 



     


    


 


	Item
    on Form 10-K	Party
    Responsible
	

    Report on assessment of compliance
    with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	assessment)
    is governed by Section 11.10 (and Section 11.07) of this Agreement.
	Item 15: Exhibits (no. 34)

    Attestation report on assessment
    of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Agreement.
	Item 15: Exhibits (no. 35)

    Servicer compliance statement
    (Exhibit No. 35 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Agreement.
	Item 15: Exhibit (no. 36)

    Certification For Shelf Offerings
    of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●     Depositor.
	Item 15: Exhibits (no. 99)

    Additional exhibits (Exhibit
    No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item 15: Exhibits (no. 100)

    XBRL-Related Documents (Exhibit
    No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
    15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of
    Exhibit DD, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period
    to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for
    the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or the Special Servicer
    constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a Form 10-K).




    	 	Exhibit CC-11	 



     


    


 


	Item
    on Form 10-K	Party
    Responsible
	Item 15:  Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	●     Not Applicable
	Item 15:  Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
    ●     Certificate
    Administrator

    ●     Depositor

	Item 15:  Exhibit (no. 103)



Asset Related Document (Exhibit No. 103 of Item 601 of Regulation S-K).	
    ●     Certificate
    Administrator

    ●     Depositor



 


 




    	 	Exhibit CC-12	 



     


    


EXHIBIT DD


FORM
8-K DISCLOSURE INFORMATION


The parties identified in
the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to
the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in
the “Item on Form 8-K” column to the extent such party has knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will
constitute a “significant obligor” after the Cut-off Date. In no event shall the Master Servicer or the Special Servicer be
required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the
Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For this Benchmark 2022-B32 Pooling and
Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity
as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item 1.01: Entry into a Material
    Definitive Agreement

     
	●     Depositor,
    except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
    to which the registrant or a subsidiary thereof is a party).

    ●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form
    8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities
    transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive
    agreement 







 



    	 	Exhibit DD-1	 



     


    




 


	Item
    on Form 8-K	Party
    Responsible 
	 	that
                                            satisfies all the following conditions: (a) such amendment or definitive agreement relates
                                            to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment
                                            or definitive agreement is an amendment or definitive agreement to which such party (or a
                                            subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor
                                            or vendor engaged by such party) has caused to have been executed on behalf of the Trust;
                                            provided, however, that the Certificate Administrator shall be the “Party
                                            Responsible” in connection with any amendment to this Agreement.


	Item
    1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans,
    and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such
    party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided,
    however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment
    to this Agreement.
	Item
    1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
    to the extent of any material agreement not covered in the prior item
	Item
    1.03:  Bankruptcy or Receivership	●     Depositor



 


 



    	 	Exhibit DD-2	 



     


    

 





	Item
    on Form 8-K	Party
    Responsible 
	Item
    2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance
    Sheet Arrangement	●     Depositor

    ●     Certificate
    Administrator

	Item
    3.03:  Material Modification to Rights of Security Holders	●     Certificate
    Administrator
	Item
    5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item
    6.01:  ABS Informational and Computational Material	●     Depositor
	Item
    6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	●     Trustee

    ●     Depositor

	Item
    6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer
    or Special Servicer	●     Certificate
    Administrator

    ●     Master
    Servicer or Special Servicer, as the case may be (in each case, as to itself)

	Item
    6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than
    a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	●     Master
    Servicer

    ●     Special
    Servicer

    ●     Certificate
    Administrator

    ●     Depositor

	Item
    6.03:  Change in Credit Enhancement or External Support	●     Depositor

    ●     Certificate
    Administrator

	Item
    6.04:  Failure to Make a Required Distribution	●     Certificate
    Administrator
	Item
    6.05:  Securities Act Updating Disclosure	●     Depositor
	Item
    7.01:  Regulation FD Disclosure	●     Depositor












    	 	Exhibit DD-3	 



     


    


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    8.01:  Other Events	●     Depositor
	Item
9.01(d): Exhibits (no. 1):

    Underwriting agreement (Exhibit
    No. 1 of Item 601 of Regulation S-K)
	●     Not
    applicable
	Item
9.01(d): Exhibits (no. 2):

    Plan of acquisition, reorganization,
    arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	Item 9.01(d): Exhibits (no. 3):

     

    Articles of incorporation and
    by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	Item 9.01(d): Exhibits (no. 4):

    With respect to instruments defining
    the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator

    provided, in each case,
    that this shall in no event be construed to make such party responsible for the initial filing of this Agreement

	Item 9.01(d): Exhibits (no. 7):

    Correspondence from an independent
    accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of
    Regulation S-K)
	●     Not
    Applicable
	Item
    9.01(d): Exhibits (no. 14):	●     Not
    Applicable




    	 	Exhibit DD-4	 



     


    


 


	Item
    on Form 8-K	Party
    Responsible 
	

    Code of Ethics (Exhibit No. 14 of
    Item 601 of Regulation S-K)
	
	Item 9.01(d): Exhibits (no. 16):

    Letter re change in certifying
    accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 9.01(d): Exhibits (no. 17):

    Correspondence on departure of
    director (Exhibit No. 17 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 9.01(d): Exhibits (no. 20):

    Other documents or statements
    to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not
    Applicable
	Item 9.01(d): Exhibits (no. 23):

    Consents of Experts and Counsel
    (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in
    the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor
	Item 9.01(d): Exhibits (no. 24)

    Power of Attorney (Exhibit No.
    24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the
    Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate
    Administrator
	Item 15: Exhibits (no. 99)

    Additional exhibits (Exhibit
    No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item
    15: Exhibits (no. 100)	●     Not
    Applicable.




    	 	Exhibit DD-5	 



     


    


 


	Item
    on Form 8-K	Party
    Responsible 
	
    

    XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
    S-K).
	


 


 




    	 	Exhibit DD-6	 



     


    


EXHIBIT EE


ADDITIONAL
DISCLOSURE NOTIFICATION


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


Computershare Trust Company, National Association, as Certificate
Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) Benchmark 2022-B32 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-B32—SEC REPORT PROCESSING


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


Ladies and Gentlemen:


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that
[will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K] Disclosure:


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



cc: Depositor




    	 	Exhibit EE-1	 



     


    


EXHIBIT FF 


INITIAL
SUB-SERVICERS


 


	Property Name	Subservicer Name	Sub-Servicer’s Duties
	One Wilshire	Jones Lang LaSalle	Limited, Non-Cashiering
	Bedrock Portfolio	Bernard Financial Servicing Group	Full, Cashiering
	The Kirby Collection	Berkadia Commercial Mortgage LLC	Full, Cashiering
	Leesburg Plaza	CBRE Loan Services, Inc.	Limited, Non-Cashiering
	Benefitfocus HQ	CBRE Loan Services, Inc.	Limited, Non-Cashiering
	Value Store It Miami – 7th Ave	Berkadia Commercial Mortgage LLC	Full, Cashiering
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




    	 	Exhibit FF-1	 



     


    


EXHIBIT GG 


SERVICING
FUNCTION PARTICIPANTS


KeyBank National Association


Bernard Financial Servicing Group


 




    	 	Exhibit GG-1	 



     


    


EXHIBIT HH


FORM
OF ANNUAL COMPLIANCE STATEMENT


CERTIFICATION



Benchmark 2022-B32 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates

Series 2022-B32 (the “Trust”)


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master 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 [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations
under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge, the Certifying Servicer
has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND
STATUS THEREOF]].



 


 


Date:                                                                             




[MIDLAND LOAN SERVICES, A DIVISION OF 

PNC
BANK, NATIONAL ASSOCIATION, as master servicer]

[KEYBANK NATIONAL ASSOCIATION, as special 

servicer]

[COMPUTERSHARE TRUST COMPANY, NATIONAL 

ASSOCIATION, as certificate administrator]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, 

as trustee]




    	 	Exhibit HH-1	 



     


    


 


	 	 	 
	 	 	 
	By:		 
		Name:	 
	 	Title:	 







    	 	Exhibit HH-2	 



     


    


EXHIBIT II


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this report
include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee,
certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


Except as set forth in paragraph 4 below, the
Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable
servicing criteria;


The criteria listed in the column titled “Inapplicable
Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs, directly
or through its Vendors, with respect to the Platform;


The Reporting Servicer has complied, in all
material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform
taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified and
is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__]
and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified any
material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as
of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule
B hereto]; and





 



 1 Describe
any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance
with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required to be issued), if applicable.




    	 	Exhibit II-1	 



     


    


[____], a registered public accounting firm,
has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria for
the Reporting Period.


[Date of Certification]


	 	 	 
	 	 	 
	 	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    	 	Exhibit II-2	 



     


    


EXHIBIT JJ


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and sent to:


Commercial Real Estate Finance Council, Inc.


28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


 


or by wire transfer to:


 


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


Bank Name: Chase


Bank Address: 80 Broadway, New York, NY 10005


Routing Number: 021000021


Account Number: 213597397


 


 


 




    	 	Exhibit JJ-1	 



     


    


EXHIBIT KK


 


Form of
Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Computershare Trust Company, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com 


 


Ref: Benchmark 2022-B32, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion on Form
10-D pursuant to Sections 3.18(e) and 11.04(a) of the Pooling and Servicing Agreement


 


	 	Portfolio Name	Mortgage Loan	Position in Debt Stack	Additional Debt	OPB	OPB Date	Appraised Value	Appraised Value Date	Aggregate LTV	Aggregate NCF DSCR	Aggregate NCF DSCR Date	Primary Servicer	Master Servicer	Lead Servicer	Prospectus ID
	1	Benchmark 2022-B32	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark 2022-B32	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	Benchmark 2022-B32	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
    $
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 


 






    	 	Exhibit KK-1	 



     


    


EXHIBIT LL


 


[Reserved.]


 




    	 	Exhibit LL-1	 



     


    


EXHIBIT MM


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL
TO THE ADDRESS IMMEDIATELY BELOW**


 


Computershare Trust Company, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) Benchmark 2022-B32—SEC REPORT
PROCESSING


E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


Ladies and Gentlemen:


In accordance with Section
11.04 of the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that
[will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K] Disclosure:


[With respect to the Collection Account and REO Account balance
information:


	Account Name	
    Beginning Balance as of 

    MM/DD/YYYY
	
    Ending Balance as of 

    MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


 




    	 	Exhibit MM-1	 



     


    


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


Any inquiries related to this notification should be directed to
[                       ],
phone number: [         ]; email address:  [                   ].


	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





cc: Depositor


 


 




    	 	Exhibit MM-2	 



     


    


EXHIBIT NN


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


[Date]


 


Computershare Trust Company, National Association

            as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


 


Midland Loan Services, a Division of PNC Bank, National Association

            as Master Servicer

10851 Mastin Street


Building 82, Suite 300


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


KeyBank National Association


             as Special Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com


 


Pentalpha Surveillance LLC


             as Operating Advisor

Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Benchmark 2022-B32—Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2022-B32 in the subject line)


 




    	 	Exhibit NN-1	 



     


    


		Re:	Benchmark 2022-B32 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2022-B32 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement dated as of February 1,
2022 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and
Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer.



This letter is delivered to you, pursuant
to Section 3.23 of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”)
to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing
[_____]% of the Class [__] Certificates. The Certificates were issued pursuant to the Pooling and Servicing Agreement.


		1.	Our name and address is as follows:






	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 



Contact Info:
[Tel/Email]


		2.	[IF APPLICABLE] We hereby certify, represent and warrant to you, as Certificate Administrator, that we
are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor. To the extent
that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder
of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice”
on your website to the following effect:





“A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest
of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.


All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.




    	 	Exhibit NN-2	 



     


    





	 	 	 
	 	 	 
	 	Very truly yours,
	 	 	 
	 	 	 
	 	 	(Transferee)
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	Exhibit NN-3	 



     


    


EXHIBIT OO


FORM OF ASSET REVIEW REPORT


BY THE ASSET REPRESENTATIONS
REVIEWER1


To: [Addresses of Recipients]


		Re:	Benchmark 2022-B32 Mortgage Trust



Ladies and Gentlemen:


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Loan identified
in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review Report.


		1.	As described in the detailed scorecard attached hereto
as Exhibit A, we have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing
Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the
Delinquent Loans. 



		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute
a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights
it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



		3.	The ARR, other than forwarding this report to the persons listed above,
will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.



		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the above-captioned Pooling and Servicing Agreement.






	 	 	 
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 



1
 This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without
limitation, provisions relating to Privileged Information.




    	 	Exhibit OO-1	 



     


    


 


Exhibit A


 


Detailed Scorecard [Template Example Below]


 


 


	
    Test failures

     

	Loan #	Loan Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b	 	 


 


 


 


 




    	 	Exhibit OO-2	 



     


    


 


EXHIBIT PP


FORM OF ASSET REVIEW REPORT
SUMMARY1


To: [Addresses of Recipients]


		Re:	Benchmark 2022-B32 Mortgage Trust



Ladies and Gentlemen:


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the
“Pooling and Servicing Agreement”), the undersigned Asset Representations Reviewer (“ARR”) has performed
an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby
issuing the following Asset Review Report Summary.


		1.	As described in the summary scorecard attached hereto
as Exhibit A, we have performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing
Agreement and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the
Delinquent Loans. 



		2.	A conclusion by the ARR of a Test pass or a Test failure
shall not constitute a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine
every instance of noncompliance.



		3.	The ARR, other than forwarding this Asset Review Report Summary to the parties
listed above, will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review
Report Summary.



		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the above-captioned Pooling and Servicing Agreement.






	 	 	 
	 	 	 
	 	PENTALPHA SURVEILLANCE LLC,
	 	 	as Asset Representations Reviewer
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 



1
  This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.




    	 	Exhibit PP-1	 



     


    



 


Exhibit A


 


Summary Scorecard [Template Example Below]


 


 


	
    Test failures

     
	 	 	 	 
	Loan #	Loan Name	Representations and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b


 


 


 


 




    	 	Exhibit PP-2	 



     


    


EXHIBIT QQ-A


JPMCB ASSET REVIEW PROCEDURES




Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”),
the Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to
each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset Representations
Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit QQ if,
and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify
such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.
Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect to a representation
and warranty, the meaning set forth in the mortgage loan purchase agreement where JPMCB is the Seller (the “JPMCB Mortgage Loan
Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the following Tests:


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g., to the
Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review
beyond that set forth in the applicable Test related to such representation and warranty;



		(B)	With respect to any representation and warranty that includes the examination of an insurance policy or
Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable
policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.



		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal
review or legal conclusion;



		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with respect
to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is
the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer
shall take into account any exceptions to such representation and warranty described in the JPMCB Mortgage Loan Purchase Agreement with
respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to





    	 	Exhibit QQ-A-1	 



     


    


such Test if the sole reason for not
satisfying the applicable Test is caused by such exception(s);


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations
Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation
included in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and



		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit QQ, and will not be obligated to perform additional
procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could produce a different outcome. Notwithstanding
the required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials
specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under
no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations
Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in
addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a
Test pass.




    	 	Exhibit QQ-A-2	 



     





    

    
 


	Representations and Warranties	 	Test





    	Review Materials
	       1.         Complete Servicing File.  All documents comprising the Servicing File will be or have been delivered to the Master Servicer with respect to each JPMCB Mortgage Loan by the deadlines set forth in the PSA and/or the Mortgage Loan Purchase Agreement.	1	Review the Servicing File to determine if it includes a signed custodian certification that does not contain any exceptions reported.  If so determined, it will be a Test pass.	Servicing File; Custodian certification






	
    2.     Whole
Loan; Ownership of Mortgage Loans. Except with respect to each JPMCB Mortgage Loan that is part of a Whole Loan, each JPMCB Mortgage
Loan is a whole loan and not an interest in a JPMCB Mortgage Loan. Each JPMCB Mortgage Loan that is part of a Whole Loan is a senior
portion (or a pari passu portion of a senior portion) of a whole mortgage loan. Immediately prior to the sale, transfer and assignment
to depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with
respect to any Non-Serviced JPMCB Mortgage Loan, to the related Non-Serviced Trustee), participation (other than with respect to Serviced
JPMCB Mortgage Loans) or pledge, and the Mortgage Loan Seller had good and marketable title to, and was the sole owner of, each JPMCB
Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements
among noteholders with respect to a Whole Loan) (subject to certain agreements regarding servicing and/or defeasance successor borrower
rights as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights
purchase agreement, dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller), any other ownership interests
and other interests on, in or to such JPMCB Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance successor
borrower rights as provided in the PSA, subservicing agreements permitted thereunder and that certain servicing rights purchase agreement,
dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller). The Mortgage Loan Seller has full right and
authority to sell, assign and transfer each JPMCB Mortgage Loan, and the assignment to depositor constitutes a legal, valid and binding
assignment of such JPMCB Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering
such JPMCB

     

     
	2a	Except with regard to each JPMCB Mortgage Loan that is part of a Whole Loan, review the amounts listed on the original Mortgage Note and Mortgage to determine if they match the amounts listed on the Mortgage Loan Schedule.  If the amounts are the same, then such JPMCB Mortgage Loan would be considered a whole loan.  If there is more than one property then the Mortgage for each property would be need to be aggregated.  If so determined, it will be a Test pass.	Mortgage Note; Mortgage; Mortgage Loan Schedule
	2b	If the JPMCB Mortgage Loan is a Serviced Mortgage Loan or Non-Serviced Mortgage Loan, review the Mortgage(s), Mortgage Note, loan agreement related to the JPMCB Mortgage Loan (“Loan Agreement”), JPMCB Mortgage Loan guaranty, Assignment of Leases, and Environmental Indemnification Agreement (collectively, the “Mortgage Loan Documents”) or intercreditor agreement to determine if it is a senior portion (or a pari passu portion of a senior portion) of a whole Mortgage Loan.  If so determined, it will be a Test pass.	JPMCB Mortgage Loan Documents; Intercreditor agreement
	2c	Review any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for a notation or other indication of any claim or assertion regarding the Mortgage Loan Seller not having good and marketable title to, or not being the sole owner of, the JPMCB Mortgage Loan, free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to agreements among Mortgage Noteholders with respect to a Whole Loan), any other ownership interests and other interests on, in or to such JPMCB Mortgage Loan (subject to certain agreements regarding servicing and/or defeasance 	MS Servicer Notices



 



    	 	Exhibit QQ-A-3	 



    	 	 



    




	Representations and Warranties	 	Test



    	Review Materials
	Mortgage Loan (subject to certain agreements regarding servicing
and/or defeasance successor borrower rights as provided in the PSA, subservicing agreements permitted thereunder and that certain servicing
rights purchase agreement, dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller).

	 	successor borrower rights as provided in the PSA, subservicing agreements
permitted thereunder and that certain servicing rights purchase agreement, dated as of the Closing Date, between the Master Servicer and
the Mortgage Loan Seller).  If such a notation or other indication is not found, it will be a Test pass.

	 
	
	2d	Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the JPMCB Mortgage Loan.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	 	2e	Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding the assignment to the Depositor not constituting a legal, valid and binding assignment of such JPMCB Mortgage Loan as described in the last sentence of representation and warranty 2.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	3.     Loan Document Status.
Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on
behalf of the related Mortgagor, guarantor or other obligor in connection with such JPMCB Mortgage Loan is the legal, valid and binding
obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing
agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in
accordance with its terms, except as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity or at law and except that certain provisions in such Mortgage
Loan documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance
premiums)

	3a	Review the opinion of Borrower’s counsel (“Borrower’s
Counsel Opinion”) to determine if it contains language indicating that the related Mortgage Note, Mortgage, assignment of leases
(if a separate instrument), guaranty and other agreement executed by or on behalf of the related Borrower, guarantor or other obligor
in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Borrower, guarantor or other obligor (subject
to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit
deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
3.  If so determined, it will be a Test pass.
	Borrower’s Counsel Opinion

	 	3b

	Review the MS Servicer Notices for a notation or other indication
of any claim or assertion regarding rights
	MS Servicer Notices






 



    	 	Exhibit QQ-A-4	 



    	 	 



    




	Representations and Warranties	 	Test



    	Review Materials
	may be further limited or rendered
unenforceable by applicable law) (clauses (i) and (ii) collectively, the “Insolvency Qualifications”).

                                                                                                                                                   


Except as set forth in the immediately preceding sentences, there
is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related
Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such valid offset, defense, counterclaim
or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the JPMCB Mortgage Loan, that would
deny the mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.

	 	of offset, defenses, counterclaims or rights of rescission available
to the related Borrower with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, except with respect
to any Insolvency Qualifications.  If such a notation or other indication is not found, it will be a Test pass.
	 
	4.             Mortgage Provisions.  The Mortgage Loan documents for each JPMCB Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Insolvency Qualifications.	4	Review the Mortgage Loan Documents and Borrower’s Counsel Opinion to determine if the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Insolvency Qualifications.  If so determined, it will be a Test pass.	Mortgage Loan Documents; Borrower’s Counsel Opinion
	5.            Hospitality Provisions.  The Mortgage Loan documents for each JPMCB Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor and franchisor of such property enforceable by the Issuing Entity against such franchisor, either directly or as an assignee of the originator.  The Mortgage or related security agreement for each JPMCB Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been filed in the appropriate filing office.	5a





    	Review the appraisals to determine if any of the properties are specifically identified as hospitality properties.  If so, review the Mortgage File to determine if there exists a franchise agreement and executed comfort letter or other similar agreement signed by the Borrower and franchisor that is enforceable by the Issuing Entity against such franchisor, either directly or as an assignee of the originator.  If so determined with respect to each part of the Test, it will be a Test pass.	Appraisal; franchise agreement; Comfort letter or similar agreement signed by or from such franchisor
	 	5b
    	If the appraisals specifically identify any Mortgaged Properties
as hospitality properties, review the security agreement for each Mortgaged Property to determine if there are provisions related to creating
a security interest in the

	UCC filing; Appraisal; Mortgage File





    	 	Exhibit QQ-A-5	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	 		 revenues of such property.  Also, review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence of filing of any related UCC financing statements, related amendments and continuation statements.  If so determined with respect to each part of this Test, it will be a Test pass.	
	6.     Mortgage Status; Waivers
and Modifications.  Since origination and except by written instruments set forth in the related Mortgage File or as otherwise
provided in the related Mortgage Loan documents (a)(1) there has been no forbearance, waiver or modification of the material terms of
the Mortgage Loan which such forbearance, waiver or modification relates to the COVID Emergency and (2) other than as related to the COVID
Emergency, the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage Loan documents have not been
waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect; (b) no related Mortgaged Property
or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security
intended to be provided by such Mortgage or the use or operation of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor
has been released from its material obligations under the Mortgage Loan.
	6a
	Review the Mortgage Loan Documents and MS Servicer Notices for a
notation or other indication of any claim or assertion that, since origination, there has been forbearance, waiver or modification of
the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID Emergency, except by written
instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such notation
or other indication is found, it will be a Test pass.
	Mortgage Loan Documents; MS Servicer Notices


	 	6b
	Review the Mortgage Loan Documents and MS Servicer Notices to determine
if, other than as related to the COVID Emergency, the material terms of such documents have been waived, impaired, modified, altered,
satisfied, cancelled, subordinated or rescinded in any respect, except by written instruments set forth in the related Mortgage File or
as otherwise provided in the related Mortgage Loan documents. If not so determined, it will be a Test pass.
	Mortgage Loan Documents; MS Servicer Notices




 



    	 	Exhibit QQ-A-6	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	 	6c
	Review the MS Servicer Notices and Mortgage Loan Documents to determine
if a related mortgaged property, or any portion thereof, has been released from the lien of the related Mortgage in any manner which materially
interferes with the security intended to be provided by such Mortgage or the use or operation of such Mortgaged Property, except by written
instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents.  If not
so determined, it will be a Test pass.

	MS Servicer Notices; Mortgage Loan Documents

	 	6d

	Review the MS Servicer Notices for a notation or other indication
that either the Mortgagor or the guarantor has been released from its material obligations under the Mortgage Loan, except by written
instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If such a notation
or other indication is not found, it will be a Test pass.

	MS Servicer Notices


	7.     Lien;
Valid Assignment. Subject to the Insolvency Qualifications, each endorsement and assignment of Mortgage and assignment of Assignment
of Leases (if a separate instrument from the Mortgage) to the Issuing Entity (or, with respect to any Non-Serviced JPMCB Mortgage Loan,
to the related Non-Serviced Trustee) constitutes a legal, valid and binding endorsement or assignment to the Issuing Entity (or, with
respect to any Non-Serviced JPMCB Mortgage Loan, to the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases
is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and


	7a
	Review the MS Servicer Notices for a notation or other indication
of any claim or assertion regarding any endorsement and assignment of Mortgage and Assignment of Leases not constituting a legal, valid
and binding endorsement or assignment from the Mortgage Loan Seller, subject to the Insolvency Qualifications.  If such a notation
or other indication is not found, it will be a Test pass.
	MS Servicer Notices


	 	7b

	Review the Mortgage for each property and the Assignment of Leases
for each property for provisions to the effect that the related Mortgage and Assignment of Leases is not freely

	Mortgage; Assignment of Leases









    	 	Exhibit QQ-A-7	 



    	 	 



    




	Representations and Warranties	 	Test



    	Review Materials



	
    enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the
Mortgaged Property in the principal amount of such JPMCB Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances
(as defined below)), except as the enforcement thereof may be limited by the Insolvency Qualifications. Such Mortgaged Property (subject
to Permitted Encumbrances) as of origination was, and as of the Cut-off Date to the Mortgage Loan Seller’s knowledge, is free and
clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances, and to the Mortgage
Loan Seller’s knowledge and subject to the rights of tenants, no rights exist which under law could give rise to any such lien
or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are insured against by a lender’s
title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered
in connection with the JPMCB Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject
to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described
in representation and warranty 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection
of any security interest in rents or other personal property to the extent that possession or control of such items or actions other
than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.



The assignment of the JPMCB Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership
of the JPMCB Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain
agreements regarding servicing as provided in the PSA, subservicing agreements permitted thereunder and that certain servicing rights
purchase agreement, dated as of the Closing Date, between the Master Servicer and the Mortgage Loan Seller).

     
			
		 assignable without the consent of the related Borrower.  If no such provision is found, it will be a Test pass.	
	7c	Review the title policy (as defined in representation and warranty 8, the “Title Policy”) to determine if the Mortgage is a first lien on the Borrower’s interest in the Mortgaged Property.  Compare the amount of the Title Policy to the principal amount of the JPMCB Mortgage Loan or allocated loan amount to determine they are equivalent.  If each such determination is made, it will be a Test pass.	Title Policy
	7d	Review the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances.  If so determined, it will be a Test pass.	Title Policy
	7e	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7f	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are insured against by a lender’s title insurance policy.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7g
	Review the Title Policy to determine if any security agreement, chattel
mortgage or equivalent document related to and delivered in connection with the JPMCB Mortgage Loan establishes and creates a valid and
enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited

	Title Policy




    	 	Exhibit QQ-A-8	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	 		 by Insolvency Qualifications subject to the limitations described in representation and warranty 11 below.  The foregoing excludes the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of a UCC financing statements is required in order to effect such perfection.  If so determined, it will be a Test pass.	
	7h	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have good and marketable title free and clear of any pledge, lien, encumbrance or security interest.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7i	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller was not the sole owner of any JPMCB Mortgage Loan, or that the JPMCB Mortgage Loan was not free and clear of any pledge, lien, encumbrance or security interest.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	7j	Review the MS Servicer Notices for a notation or other indication of claim or assertion that the assignment did not validly and effectively transfer and convey all legal and beneficial ownership of any JPMCB Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	8.      Permitted
Liens; Title Insurance.  Each Mortgaged Property securing a JPMCB Mortgage Loan is covered by an American Land Title Association
loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or,
if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up”
commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such JPMCB
Mortgage
	8a

	Review the Title Policy to determine if it is an American Land Title
Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction.  Review
to determine if the amount of the policy covers the amount of the JPMCB Mortgage Loan, or for multiple properties, an amount equal to
the allocated loan amount after all advances of principal.  If so determined with respect to each part of this Test, it will

	Title Policy; Mortgage Loan Documents






    	 	Exhibit QQ-A-9	 



    	 	 



    




	Representations and Warranties	 	Test



    	Review Materials



	Loan
(or with respect to a JPMCB Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with
respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves),
that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which
lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable;
(b) covenants, conditions and restrictions, rights of way, easements and other matters of public record specifically identified in the
Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like
properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related
Mortgaged Property which the Mortgage Loan documents do not require to be subordinated to the lien of such Mortgage; and (f) if the related
JPMCB Mortgage Loan constitutes a cross-collateralized JPMCB Mortgage Loan, the lien of the Mortgage for another JPMCB Mortgage Loan
contained in the same cross-collateralized group, provided that none of which items (a) through (f), individually or in the aggregate,
materially interferes with the value, current use or operation of the Mortgaged Property or the security intended to be provided by such
Mortgage or with the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related JPMCB
Mortgage Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except
as contemplated by clause (f) of the preceding sentence none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate
and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be
provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan
Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s
knowledge, any other holder of the JPMCB Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage
under such Title Policy.  Each Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property
located in a jurisdiction where such		 be a Test pass.	
	8b	Review the Title Policy to determine if the first-priority lien of the Mortgage is subject only to Permitted Encumbrances.  If so determined, it will be a Test pass.	Title Policy
	8c	Review the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If not so determined, it will be a Test pass.	Title Policy
	8d	Review the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect, that all premiums thereon have not been paid or that claims have been made by any Mortgage Loan Seller.  If no such notation or other indication is found, it will be a Test pass.	Title Policy; MS Servicer Notices
	8e	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the JPMCB Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	8f	Review the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage.  If so determined, it will be a Test pass.	Title Policy
	8g	Review
the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property
located in a jurisdiction where	Title Policy



 






    	 	Exhibit QQ-A-10	 



    	 	 



    




	Representations and Warranties	 	Test



    	Review Materials






	affirmative insurance is not available in which case such exclusion
may exist), (a) that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage, and (b)
to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.
	 	such affirmative insurance is not available in which case such exclusion
may exist), to the extent that the Mortgaged Property consists of two or more adjoining parcels, such parcels are contiguous.  If
so determined, it will be a Test pass.
	 
	9.           Junior Liens.  It being understood that B notes secured by the same Mortgage as a JPMCB Mortgage Loan are not subordinate mortgages or junior liens, there are no subordinate mortgages or junior liens encumbering the related Mortgaged Property.  The Mortgage Loan Seller has no knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership interests in the Mortgagor.	9a	Review the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the Mortgaged Property.  If not so determined, it will be a Test pass.	Title Policy
	9b	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of any mezzanine debt related to the Mortgaged Property and secured directly by the ownership interests in the Borrower.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	10.       Assignment of Leases and Rents.  There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).  Each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Insolvency Qualifications; no person other than the related Mortgagor owns any interest in any payments due under such lease or leases that is superior to or of equal priority with the lender’s interest therein.  The related Mortgage or related Assignment of Leases, subject to applicable law, provides for, upon an event of default under the JPMCB Mortgage Loan, a receiver to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.	10a	Review the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File.  If so determined, it will be a Test pass.	Mortgage File; Mortgage; Assignment of Leases
	10b	Review the Title Policy to determine if the Mortgage, or any related Assignment of Leases, has been recorded, and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Insolvency Qualifications; and to determine that no person other than the related Borrower owns any interest in any payments due under such lease or leases that is superior to or of equal priority with the lender’s interest therein.  If so determined with respect to each part of this Test, it will be a Test pass.	Title Policy



 



    	 	Exhibit QQ-A-11	 



    	 	 



    




	Representations and Warranties	 	Test



    	Review Materials
	 	10c	Review the Title Policy to determine if any person other than the Borrower owns any interest in any payments due under such lease or leases that is superior to or of equal priority with the lender’s interest therein.  If not so determined, it will be a Test pass.	Title Policy
	 	10d	Review the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the Mortgage, or related Assignment of Leases, provides that upon an event of default under the JPMCB Mortgage Loan, a receiver is to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.  If so determined, it will be a Test pass.	Mortgage; Assignment of Leases






	11.      Financing Statements.  Each JPMCB Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed (except, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary to perfect a valid security interest in, the personal property (the creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary to operate any Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment.  Each UCC`-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed.	11a	Review the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	11b	Review the MS Servicer Notices for notation or other indication that the UCC-1 and UCC-3 statements were not in suitable form for filing.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices






	12.   Condition
of Property. The Mortgage Loan Seller or the originator of the JPMCB Mortgage Loan inspected or caused to be inspected each related
Mortgaged Property within four months of origination of the JPMCB Mortgage Loan and within twelve months of the Cut-off Date.

                                                                                                                                                                               


An engineering report or property condition assessment was prepared
	12a
	Review the engineering report or property condition assessment in
the Mortgage File to determine if it is dated within four months of the origination date, and within twelve months of the Cut-off Date.  If
so determined, it will be a Test pass.
	Engineering report; Property condition assessment

	 	12b
	Review the engineering report or property condition
	Engineering report; Property condition assessment











    	 	Exhibit QQ-A-12	 



    	 	 



    

 





	Representations and Warranties	 	Test



    	Review Materials



	
    in connection with the origination
of each JPMCB Mortgage Loan no more than twelve months prior to the Cut-off Date, which indicates that, except as set forth in such engineering
report or with respect to which repairs were required to be reserved for or made, all building systems for the improvements of each related
Mortgaged Property are in good working order, and further indicates that each related Mortgaged Property (a) is free of any material
damage, (b) is in good repair and condition, and (c) is free of structural defects, except to the extent (i) any damage or deficiencies
that would not materially and adversely affect the use, operation or value of the Mortgaged Property or the security intended to be provided
by such Mortgage or repairs with respect to such damage or deficiencies estimated to cost less than $50,000 in the aggregate per Mortgaged
Property; (ii) such repairs have been completed; or (iii) escrows in an aggregate amount consistent with the standards utilized by the
Mortgage Loan Seller with respect to similar loans it originates for securitization have been established, which escrows will in all
events be in an aggregate amount not less than the estimated cost of such repairs. The Mortgage Loan Seller has no knowledge of any material
issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believes would have a material adverse effect
on the use, operation or value of the Mortgaged Property other than those disclosed in the engineering report and those addressed in
sub-clauses (i), (ii) and (iii) of the preceding sentence.
			
		assessment in the Mortgage File to determine if it was dated no more than 12 months prior to the Cut-off Date.  Review the engineering report to confirm that all building systems for the improvements of each Mortgaged Property being in good working order, and free of material damage.  If so determined with respect to each part of the Test, it will be a Test pass.	
	12c	Review the engineering report or property condition assessment in the Mortgage File dated no more than 12 months prior to the Cut-off Date to determine if it provides that each related Mortgaged Property is free of structural defects, except to the extent:  (i) any damage or deficiencies that would not materially and adversely affect the use, operation or value of the Mortgaged Property or the security intended to be provided by such Mortgage or repairs with respect to such damage or deficiencies estimated to cost less than $50,000 in the aggregate per Mortgaged Property; (ii) such repairs have been completed; or (iii) escrows in an aggregate amount consistent with the standards utilized by the Mortgage Loan Seller with respect to similar loans it originates for securitization have been established, which escrows will in all events be in an aggregate amount not less than the estimated cost of such repairs.  If so determined, it will be a Test pass.	Engineering report; Property condition assessment
	12d	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of material issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the use, operation or value of the Mortgaged Property other than those disclosed in the most recently dated engineering report and those addressed in sub-clauses (i), (ii) and (iii) of representation and warranty 12.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	13.   Taxes and Assessments.  As
of the date of origination and as of the Closing Date, all taxes and governmental assessments and other

	13a
	Review the MS Servicer Notices for a notation or other indication
that all taxes and governmental assessments and

	MS Servicer Notices






    	 	Exhibit QQ-A-13	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials
	outstanding
governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding
any related personal property) securing a JPMCB Mortgage Loan that is or if left unpaid could become a lien on the related Mortgaged
Property that would be of equal or superior priority to the lien of the Mortgage and that became due and delinquent and owing prior to
the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges
is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient
to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation
and warranty, real property taxes, governmental assessments and other outstanding governmental charges shall not be considered delinquent
until the date on which interest and/or penalties would be payable thereon.		 other outstanding governmental charges due with respect to the Mortgaged Property securing a JPMCB Mortgage Loan (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) as of the Closing Date have been paid, and if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.  If such a notation or other indication is not found, it will be a Test pass.	
	13b	Review the MS Servicer Notices for a notation or other indication that all taxes and governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) were current as of the Closing Date.  If such a notation or other indication is found, it will be a Test pass.	MS Servicer Notices
	14.      Condemnation.  As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Closing Date, there is no proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the use or operation of the Mortgaged Property.	14	Review the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the origination date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Closing Date of any such proceeding.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	15.   Actions Concerning
Mortgage Loan.  As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Closing Date,
there was no pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor,
guarantor, or Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) title
to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the
related JPMCB Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the use, operation or value
of
	15a
	Review the Mortgage Loan Documents, the Borrower’s Counsel
Opinion and the MS Servicer Notices for an indication of pending, filed or threatened action, suit or proceeding, arbitration or governmental
investigation involving any Borrower, guarantor, or Mortgaged Property that existed on the origination date, and review the Diligence
File and the MS Servicer Notices to determine if the Mortgage Loan Seller’s had knowledge of same as of the Closing Date.  If
such an indication is not found with respect to each part of this Test, it will be a Test pass.

	Mortgage Loan Documents; Borrower’s Counsel Opinion; MS Servicer
Notices; Diligence File





    	 	Exhibit QQ-A-14	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials
	the
Mortgaged Property, (f) the principal benefit of the security intended to be provided by the Mortgage Loan documents, (g) the current
ability of the Mortgaged Property to generate net cash flow sufficient to service such JPMCB Mortgage Loan, or (h) the current principal
use of the Mortgaged Property.			
	15b	Based on the MS Servicer Notices, determine if an adverse outcome of any such  pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Mortgaged Property would adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15.  If any such adverse outcome would not adversely affect the matters set forth in clauses (a)-(h) of representation and warranty 15, it will be a Test pass.	MS Servicer Notices
	
    16.   Escrow
    Deposits. All escrow deposits and payments required pursuant to each JPMCB Mortgage Loan (including capital improvements and environmental
    remediation reserves) are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies
    (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that
    are required under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to depositor or its servicer (or,
    with respect to any Non-Serviced JPMCB Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced Master Servicer) and identified
    as such with appropriate detail. Any and all requirements under the JPMCB Mortgage Loan as to completion of any material improvements
    and as to disbursements of any funds escrowed for such purpose, which requirements were to have been complied with on or before Closing
    Date, have been complied with in all material respects or the funds so escrowed have not been released unless such release was consistent
    with proper and prudent commercial mortgage servicing practices or such released funds were otherwise used for their intended purpose.
    No other escrow amounts have been released except in accordance with the terms and conditions of the related Mortgage Loan documents.

     
	16a	Review the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required pursuant to the JPMCB Mortgage Loan not in the servicer’s possession or control.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	16b	Review the Servicing File and the MS Servicer Notices to determine if all escrows and deposits required pursuant to the JPMCB Mortgage Loan have been conveyed to the depositor or its servicer (or, with respect to any Non-Serviced JPMCB Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced Master Servicer).  If so determined, it will be a Test pass.	Servicing File; MS Servicer Notices
	16c	Review the Servicing File and the MS Servicer Notices for a notation or other indication that the requirements under the JPMCB Mortgage Loan as to completion of any material improvements and as to disbursements of any funds escrowed for such purpose on or before the Closing Date have not been complied with in all material respects.  If such a notation or other indication is not found, it will be a Test pass.	Servicing File; MS Servicer Notices
	16d	Review the Servicing File and the MS Servicer Notices to determine if an escrow release has been made that was not in accordance with the terms of the Mortgage Loan Documents.  If not so determined, it will be a Test pass.	Servicing File; MS Servicer Notices




    	 	Exhibit QQ-A-15	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	17.       No Holdbacks.  The principal amount of the JPMCB Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the JPMCB Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property).	17a	Review the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount of the JPMCB Mortgage Loan was fully disbursed as of the Closing Date.  If so determined, it will be a Test pass.	Mortgage Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	17b	Review the Mortgage Loan Documents to determine if there is no requirement for future advances by the lender.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	18.   Insurance. Each
related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing
coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk form” that
includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents and having a
claims-paying or financial strength rating of at least “A-:VIII” (for a JPMCB Mortgage Loan with a principal balance below
$35 million) and “A:VIII” (for a JPMCB Mortgage Loan with a principal balance of $35 million or more) from A.M. Best
Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from S&P Global Ratings
(collectively the “Insurance Rating Requirements”), in an amount not less than the lesser of (1) the original
principal balance of the JPMCB Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture,
furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation),
but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
provisions with respect to the related Mortgaged Property.



Each related Mortgaged Property is also covered, and required to be covered pursuant to the related Mortgage Loan documents, by business
interruption or rental loss insurance which (i) covers a period beginning on the date of loss and continuing until the earlier to occur
of restoration of the Mortgaged Property or the expiration of 12
	18a	Review the insurance consultant report to determine if it shows that
the Mortgaged Property is insured by a property insurance policy providing coverage for loss in accordance with coverage found under a
“special cause of loss form” or “all-risk form” that includes replacement cost valuation issued by an insurer
meeting the requirements of the Mortgage Loan Documents and the Insurance Rating Requirements, in an amount not less than the lesser of
(1) the original principal balance of any JPMCB Mortgage Loan and (2) the full insurable value on a replacement cost basis of
the improvements, furniture, furnishings, fixtures and equipment owned by the mortgagor and included in the Mortgaged Property (with no
deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary
to avoid the operation of any coinsurance provisions with respect to the  Mortgaged Property.  If so determined, it
will be a Test pass.
	Insurance Consultant Report

	 	18b

	Review the Mortgage Loan Documents for provisions requiring the insurance
coverage as stated in Test 18a above.  If such provisions are found, it will be a Test pass.

	Mortgage Loan Documents
	 	18c

	Review the Mortgage Loan Documents for provisions requiring business
interruption or rental loss insurance that (i) covers a period beginning on the date of loss and continuing until the earlier to
occur of restoration of the Mortgaged Property or the expiration of 12 months (or with respect to a JPMCB Mortgage Loan with a principal
balance
	Mortgage Loan Documents







 



    	 	Exhibit QQ-A-16	 



    	 	 



    




 


	Representations and Warranties	 	Test



    	Review Materials



	
    months (or with respect to each
JPMCB Mortgage Loan with a principal balance of $35 million or more, 18 months); (ii) for a JPMCB Mortgage Loan with a principal balance
of $50 million or more contains a 180-day “extended period of indemnity”; and (iii) covers the actual loss sustained (or
in certain cases, an amount sufficient to cover the period set forth in (i) above) during restoration.

    If any material part of the improvements,
    exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency
    Management Agency as having special flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount available
    under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as-is generally required by the Mortgage
    Loan Seller originating mortgage loans for securitization.

    If windstorm and/or windstorm related
    perils and/or “named storms” are excluded from the primary property damage insurance policy, the Mortgaged Property is insured
    by a separate windstorm insurance policy issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage
    from windstorm and/or windstorm related perils and/or named storms, in an amount at least equal to 100% of the full insurable value on
    a replacement cost basis of the Improvements and personalty and fixtures owned by the Mortgagor and included in the related Mortgaged
    Property by an insurer meeting the Insurance Rating Requirements.

    The Mortgaged Property is covered, and
    required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued by an
    insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal injury
    (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization,
    and in any event not less than $1 million per occurrence and $2 million in the aggregate.

    An architectural or engineering
consultant has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in
			
			
		of
    $35 million or more, 18 months); (ii) for a JPMCB Mortgage Loan with a principal balance of $50 million or more
    contains a 180-day “extended period of indemnity”; and (iii) covers the actual loss sustained (or in certain cases,
    an amount sufficient to cover the period set forth in clause (i) above) during restoration.  If such provisions are
    found, it will be a Test pass.	
	18d	Review the Mortgage Loan Documents to determine if any material part of the improvements, exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, the related Borrower is required to maintain insurance in the maximum amount available under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating Mortgage Loans for securitization.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	18e	Review the insurance consultant report to determine if windstorm and/or windstorm related perils and/or “named storms” are excluded from coverage.  If so, review Diligence File to determine if the property is covered by a windstorm insurance policy covering damage from windstorm and/or windstorm related perils and/or “named storms” are excluded from the primary property damage insurance policy, which policy is issued by an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or named storms, in an amount at least equal to 100% of the full insurable value on a replacement cost basis of the Improvements and personalty and fixtures owned by the mortgagor and included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements.  If so determined with respect to each part of this Test, it will be a Test pass.	Insurance Consultant Report; Diligence File
	18f
	Review the insurance consultant report dated before the Cut-

	Insurance Consultant 





 






    	 	Exhibit QQ-A-17	 



    	 	 



    

 


	Representations and Warranties	 	Test



    	Review Materials
	order to evaluate the structural and seismic
condition of such property, for the sole purpose of assessing the probable maximum loss (“PML”) for the Mortgaged Property
in the event of an earthquake. In such instance, the PML or equivalent was based on a 475-year return period, an exposure period of 50
years and a 10% probability of exceedance. If the resulting report concluded that the PML or equivalent would exceed 20% of the amount
of the replacement costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least
“A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-”
by S&P Global Ratings in an amount not less than 100% of the PML or the equivalent.


The Mortgage Loan documents require
insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged
Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the related JPMCB Mortgage Loan,
the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses,
or (b) to the payment of the outstanding principal balance of such JPMCB Mortgage Loan together with any accrued interest thereon.


All premiums on all insurance policies referred to in this section
required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the JPMCB Mortgage Loan and
its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy,
as named or additional insured. Each related JPMCB Mortgage Loan obligates the related Mortgagor to maintain all such insurance and, at
such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s cost and expense and
to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies) require at least
10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’
prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable
law) arising for any reason other than non-payment of a
	 	off Date to determine if it covers the property and is issued by
an insurer meeting the Insurance Rating Requirements including broad-form coverage for property damage, contractual damage and personal
injury (including bodily injury and death) in amounts as are generally required by any Mortgage Loan Seller for loans originated for securitization,
and in any event not less than $1 million per occurrence and $2 million in the aggregate.  If so determined, it will
be a Test pass.

	Report

	18g
	Review the property condition assessment to determine if the properties
are located in a seismic zone 3 or 4.  If such indication is found, review the seismic engineering study to determine if it
has been performed by an architectural or engineering consultant, for the sole purpose of assessing the PML for the Mortgaged Property
in the event of an earthquake, based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.  If
so determined, it will be a Test pass.
	Property condition assessment; Seismic engineering study

	18h	Review the most recent seismic engineering study or Insurance Consultant
Report to determine if the PML or equivalent would exceed 20% of the amount of the replacement costs of the improvements, and if so, review
to determine if earthquake insurance on such Mortgaged Property was obtained.  If so determined, determine if the insurer is
rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service,
Inc. or “A-” by S&P Global Ratings.  The insurance amount should be not less than 100% of the PML or the equivalent.  If
so determined, the ratings are adequate, and the insurance amount is not less than 100% of the PML or the equivalent, it will be a Test
pass.

	Seismic engineering study; Insurance Consultant Report

	18i
	Review the Mortgage Loan Documents for provisions requiring that
insurance proceeds in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related
Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding

	Mortgage Loan Documents





 



    	 	Exhibit QQ-A-18	 



    	 	 



    







	Representations and Warranties	 	Test



    	Review Materials



	premium and no such notice has been received by the Mortgage Loan
Seller.
		 principal amount of the JPMCB Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such JPMCB Mortgage Loan together with any accrued interest thereon.  If such provisions are found, it will be a Test pass.	






	 	18j	Review the MS Servicer Notices for a notation or other indication that insurance premiums were not current as of the Cut-off Date.  If no such a notation or other indication is found, it will be a Test pass.	MS Servicer Notices
	 	18k	Review the insurance consultant report to determine if the insurance policies name the lender under any JPMCB Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named or additional insured.  If so determined, it will be a Test pass.	Insurance Consultant Report
	 	18l	Review the insurance consultant report to determine if the insurance will inure to the benefit of the trustee.  If so determined, it will be a Test pass.	Insurance Consultant Report
	 	18m	Review the Mortgage Loan Documents to determine if any JPMCB Mortgage Loan obligates the Borrower to maintain or caused to be maintained all such insurance and, at such Borrower’s failure to do so, authorizes the lender to maintain such insurance at the Borrower’s cost and expense and to charge such Borrower for related premiums.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	 	18n

	Review the insurance consultant report to determine if the insurance
policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or
cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or
cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising

	 




    	 	Exhibit QQ-A-19	 



    	 	 



    

 





	Representations and Warranties	 	Test



    	Review Materials
	 		for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.	Insurance Consultant Report
	18o	Review the MS Servicer Notices for a notation or other indication that any notice described in Test 18n may have been received by the Mortgage Loan Seller.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	19.    Access; Utilities; Separate Tax Lots.  Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case the JPMCB Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.	19a	Review the zoning report to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road.  If so determined, it will be a Test pass.	Zoning report
	19b	Review the zoning report to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property.  If so determined, it will be a Test pass.	Zoning report
	19c	Review the Title Policy to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made to the applicable governing authority for creation of separate tax lots, in which case any JPMCB Mortgage Loan requires the Borrower to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.  If so determined, it will be a Test pass.	Title Policy
	20.       No Encroachments.  To
the Mortgage Loan Seller’s knowledge and based solely on surveys obtained in connection with origination and the lender’s
Title Policy (or, if such policy is not yet issued, a pro
	20a

	Review the survey and Title Policy to determine if all material improvements
that were included for the purpose of determining the appraised value of the Mortgaged Property
	Survey; Title Policy





    	 	Exhibit QQ-A-20	 



    	 	 



    

 


	Representations and Warranties	 	Test



    	Review Materials



	forma
title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with
the origination of each JPMCB Mortgage Loan, (a) all material improvements that were included for the purpose of determining the appraised
value of the related Mortgaged Property at the time of the origination of such JPMCB Mortgage Loan are within the boundaries of the related
Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property,
or are insured by applicable provisions of the Title Policy, (b) no improvements on adjoining parcels encroach onto the related Mortgaged
Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property, or
are insured by applicable provisions of the Title Policy and (c) no improvements encroach upon any easements except for encroachments
the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or are insured by
applicable provisions of the Title Policy.		 at the time of the origination of such JPMCB Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property, or are insured by applicable provisions of the most recently dated Title Policy.  If so determined, it will be a Test pass.	
	20b	Review the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property that could materially and adversely affect the value or current use of such Mortgaged Property, which are not insured by applicable provisions of the most recently dated Title Policy.  If not so determined, it will be a Test pass.	Survey; Title Policy
	20c	Review the survey or Title Policy to determine if there exist improvements that encroach upon any easements and the removal of such encroachments could materially and adversely affect the value or current use of such Mortgaged Property and are not insured by applicable provisions of the most recently dated Title Policy.  If not so determined, it will be a Test pass.	Survey; Title Policy
	21.       No Contingent Interest or Equity Participation.  No JPMCB Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.	21	Review the Mortgage Loan Documents for any shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation provision.  If no such provision or feature found with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents






	22.   REMIC.  The
JPMCB Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without
regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages),
and, accordingly, (A) the issue price of the JPMCB Mortgage Loan to the related Mortgagor at origination did
	22a

	Review the origination settlement statement and Mortgage Note to
determine if the proceeds advanced by the lender did not exceed the stated principal amount of the Mortgage Note.  If so determined,
it will be a Test pass.

	Origination settlement statement; Mortgage Note

	22b
	Review the most recent appraisal and Mortgage Loan Documents to determine
if (a) the JPMCB Mortgage Loan or
	Appraisal; Mortgage Loan Documents





  



    	 	Exhibit QQ-A-21	 



    	 	 



    



  


	Representations and Warranties	 	Test



    	Review Materials



	not
exceed the non-contingent principal amount of the JPMCB Mortgage Loan and (B) either:  (a) such JPMCB Mortgage Loan or Whole
Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property)
having a fair market value (i) at the date the JPMCB Mortgage Loan or Whole Loan was originated at least equal to 80% of the adjusted
issue price of the JPMCB Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue
price of the JPMCB Mortgage Loan or Whole Loan on such date, provided that for purposes hereof, the fair market value of the real property
interest must first be reduced by (1) the amount of any lien on the real property interest that is senior to the JPMCB Mortgage Loan
and (2) a proportionate amount of any lien that is in parity with the JPMCB Mortgage Loan; or (b) substantially all of the proceeds of
such JPMCB Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such JPMCB
Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).  If the JPMCB Mortgage Loan or Whole Loan was “significantly modified” prior to the Closing
Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably
foreseeable default of such JPMCB Mortgage Loan or Whole Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting
the date of the last such modification for the date the JPMCB Mortgage Loan or Whole Loan was originated) or sub-clause (B)(a)(ii), including
the proviso thereto.  For purposes of the preceding sentence, a JPMCB Mortgage Loan will not be considered “significantly
modified” solely by reason of the borrower having been granted a COVID-19 related forbearance provided that: (a) such JPMCB Mortgage
Loan forbearance is covered by Revenue Procedure 2020-26 (extended by Revenue Procedure 2021-12) by reason of satisfying the requirements
for such coverage stated in Section 5.02(2) of Revenue Procedure 2020-26 (extended by Revenue Procedure 2021-12); and (b) JPMCB identifies
such JPMCB Mortgage Loan and provides (x) the date on which such forbearance was granted, (y) the length in months of the forbearance,
and (z) how the payments in forbearance will be paid (that is, by extension of maturity, change of amortization schedule, etc.). Any			
		 Whole Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date such JPMCB Mortgage Loan or Whole Loan was originated at least equal to 80% of the initial principal amount of any JPMCB Mortgage Loan or Whole Loan on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the JPMCB Mortgage Loan or Whole Loan on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such JPMCB Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such JPMCB Mortgage Loan or (b) substantially all of the proceeds of such JPMCB Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such JPMCB Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If so determined, it will be a Test pass.	
	22c	Review the MS Servicer Notices for an indication or other notation that the Loan was modified prior to the Closing Date, and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such JPMCB Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 22 (substituting the date of the last such modification for the date any JPMCB Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 22, including the proviso thereto.  If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	MS Servicer Notices
	22d	Review
the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the	







    	 	Exhibit QQ-A-22	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	prepayment premium and yield maintenance charges applicable to the
JPMCB Mortgage Loan or Whole Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section
1.860G-(b)(2).  All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.
	 	prepayment premium and yield maintenance charges applicable to any
JPMCB Mortgage Loan do not constitute “customary prepayment penalties”.  If such a notation or other indication
is not found, it will be a Test pass.
	MS Servicer Notices









	23.Compliance.  The terms of the Mortgage Loan documents evidencing such JPMCB Mortgage Loan, comply in all material respects with all applicable local, state and federal laws and regulations, and the Mortgage Loan Seller has complied with all material requirements pertaining to the origination of the JPMCB Mortgage Loans, including but not limited to, usury and any and all other material requirements of any federal, state or local law to the extent non-compliance would have a material adverse effect on the JPMCB Mortgage Loan.	23a	Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the JPMCB Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	23b	Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination of any JPMCB Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	23c	Review the Loan Agreement to determine if it provides that the JPMCB Mortgage Loan complied with usury laws.  If so determined, it will be a Test pass.	Loan Agreement
	24.     Authorized to do Business.  To the extent required under applicable law, as of the Closing Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such JPMCB Mortgage Loan.	24	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior lender held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each Mortgaged Property is located.  If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such JPMCB Mortgage Loan.  If so determined, it will be a Test pass.	MS Servicer Notices
	25.    Trustee under Deed
of Trust.  With respect to each Mortgage which is a deed of trust, a trustee, duly qualified under applicable law to
	25a	Review the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage Loan Documents




    	 	Exhibit QQ-A-23	 



    	 	 



    

 


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	serve
as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable
law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee, and except in connection with
a trustee’s sale after a default by the related Mortgagor or in connection with any full or partial release of the related Mortgaged
Property or related security for such JPMCB Mortgage Loan, no fees are payable to such trustee except for reasonable fees paid by the
Mortgagor.			
	25b	Review the Mortgage Loan Documents for an indication that, except in connection with a trustee’s sale after a default by the Borrower or in connection with any full or partial release of the Mortgaged Property or related security for such JPMCB Mortgage Loan, no fees are payable to such trustee except for reasonable fees paid by the Mortgagor.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	26.     Local Law Compliance.  To the Mortgage Loan Seller’s knowledge, based solely upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a JPMCB Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “Zoning Regulations”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property.  In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations, (c) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property, or (d) title insurance coverage has been obtained for such nonconformity.	26a	Review the zoning report to determine if the improvements located on or forming part of each Mortgaged Property securing a JPMCB Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure.  If so determined, it will be a Test pass.	Zoning report
	26b	Review the zoning report to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property.  If so determined, it will be a Test pass.	Zoning report
	26c	Review the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the extent necessary to maintain the use of the structure immediately prior to such casualty or destruction.  If such provisions are found, it will be a Test pass.	Mortgage Loan Documents




	 	26d

	If the zoning report indicates that all or any part of the Mortgaged
Property do not comply with zoning laws, review the insurance consultant report to determine if law and ordinance coverage was obtained
prior to the Closing Date that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations.  If
not so determined, review the Title Policy to determine if it insures over such nonconformity.  If so determined, it will be
a Test
	Zoning report; Insurance Consultant Report






    	 	Exhibit QQ-A-24	 



    	 	 



    

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    	Review Materials



	 		pass.	
	27.Licenses and Permits.  Each Mortgagor covenants in the Mortgage Loan documents that it shall keep all material licenses, permits, franchises, certificates of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits, franchises, certificates of occupancy, consents, and other approvals are in effect or the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy does not materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the JPMCB Mortgage Loan or the rights of a holder of the related JPMCB Mortgage Loan.  The JPMCB Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located and for the Mortgagor and the Mortgaged Property to be in compliance in all material respects with all regulations, zoning and building laws.	27a	Review the Mortgage Loan Documents to determine if the Borrower has covenanted to keep all material licenses, permits, franchises, certificates of occupancy, consents, and other approvals necessary for the operation of the Mortgaged Property in full force and effect.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	27b	Review the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that (a) the Mortgage Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy, consents, or other approvals necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises or certificates of occupancy could materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination.  If such a notation or other indication is not found, it will be a Test pass.	Mortgage Loan Documents; MS Servicer Notices
	27c	Review the Mortgage Loan Documents for provisions requiring the Borrower to be qualified to do business in the jurisdiction in which the Mortgaged Property is located, and in compliance in all material respects with all regulations, zoning and building laws.  If such provisions are found, it will be a Test pass.	Mortgage Loan Documents




	28.    Recourse Obligations.  The
Mortgage Loan documents for each JPMCB Mortgage Loan provide that such JPMCB Mortgage Loan (a) becomes full recourse to the Mortgagor
and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor)
that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events:  (i)
if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state
law, shall be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) Mortgagor or guarantor
	28a

	Review the Mortgage Loan Documents for provisions permitting full
recourse to the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii)
of representation and warranty 28.  If such provisions are found, it will be a Test pass.
	Mortgage Loan Documents

	28b
	Review the Mortgage Loan Documents to determine if there exist provisions
permitting recourse against the Mortgagor and guarantor in connection with the events or circumstances set forth in clauses (b)(i)
through (b)(v) of representation and

	Mortgage Loan Documents


Mortgage Loan Documents







    	 	Exhibit QQ-A-25	 



    	 	 



    




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	shall
have colluded with other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either
the Mortgaged Property or equity interests in Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions
providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
(but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis),
for losses and damages sustained in the case of (i) (A) misapplication, misappropriation or conversion of insurance proceeds or condemnation
awards or of rents following an event of default, or (B) any security deposits not delivered to lender upon foreclosure or action in
lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (ii) the Mortgagor’s
fraud or intentional misrepresentation; (iii) willful misconduct by the Mortgagor or guarantor; (iv) breaches of the environmental covenants
in the Mortgage Loan documents; or (v) commission of material physical waste at the Mortgaged Property, which may, with respect to this
clause (v), in certain instances, be limited to the extent there is sufficient cash flow generated by the related Mortgaged Property
to prevent such waste or acts or omissions of the related Mortgagor, guarantor, property manager or their affiliates, employees or agents.			
		warranty 28.  If so determined, it will be a Test pass.	





	29.   Mortgage Releases.  The
terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property
from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment of not less than a specified percentage
at least equal to 115% of the related allocated loan amount of such portion of the Mortgaged Property, (b) upon payment in full of such
JPMCB Mortgage Loan, (c) upon a Defeasance defined in representation and warranty 34 below, (d) releases of out-parcels that are unimproved
or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property
and which were not afforded any material value in the appraisal obtained at the origination of the JPMCB Mortgage Loan and are not necessary
for physical access to the Mortgaged Property or
	29a
	Review the Mortgage Loan Documents to determine if the only conditions
under which a property may be released during the life of the loan are as set forth in clauses (a) through (e) of the first sentence
of representation and warranty 29. If so determined, it will be a Test pass.
	Mortgage Loan Documents

	29b
	Review the Mortgage Loan Documents to determine if any partial release
described in clauses (a) or (d) of the first sentence of representation and warranty 29 (i) for JPMCB Mortgage Loans originated
on or before December 6, 2010, is pursuant to a unilateral option of the Borrower within the meaning of Treasury Regulations Section 1.1001-3
or (ii) for JPMCB Mortgage Loans originated after December 6, 2010,
	Mortgage Loan Documents






 



    	 	Exhibit QQ-A-26	 



    	 	 



    




	Representations and Warranties	 	Test



    	Review Materials
	compliance
with zoning requirements, or (e) as required pursuant to an order of condemnation.  With respect to any partial release under
the preceding clauses (a) or (d), either:  (x) such release of collateral (i) would not constitute a “significant modification”
of the subject JPMCB Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject
JPMCB Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y)
the mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related
Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x).  For
purposes of the preceding clause (x), for any JPMCB Mortgage Loan originated after December 6, 2010, if the fair market value of the
real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the
JPMCB Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the lien of the JPMCB Mortgage
Loan) after the release is not equal to at least 80% of the principal balance of the JPMCB Mortgage Loan or JPMCB Whole Loan outstanding
after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC
provisions.



In the case of any JPMCB Mortgage Loan originated after December 6, 2010, in the event of a taking of any portion of a Mortgaged Property
by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required
to pay down the principal balance of the JPMCB Mortgage Loan or JPMCB Whole Loan in an amount not less than the amount required by the
REMIC provisions and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or released
to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking
into account the planned restoration) the fair market value of the real property constituting the remaining

 Mortgaged Property (reduced for any lien senior to, and any lien
on the real property that is in parity with, the lien of the JPMCB Mortgage Loan) is not equal to at least 80% of the remaining
 		
    

    
	
		is prohibited if the ratio of the value of the remaining Mortgaged Property to the outstanding principal amount of the JPMCB Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property securing such JPMCB Mortgage Loan) without a “qualified paydown” as such term is defined in Revenue Procedure 2010-30.  If so determined, it will be a Test pass.	
	29c	
    Review the Mortgage Loan Documents to determine if there are provisions
    that provide that, for any JPMCB Mortgage Loan originated after December 6, 2010, in the event of a taking of any portion of a Mortgaged
    Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can
    be required to pay down the principal balance of the JPMCB Mortgage Loan or Whole Loan in an amount not less than the amount required
    by the REMIC Provisions and, to such extent, may not be required to be applied to the restoration of the Mortgaged Property or released
    to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking
    into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced
    for any lien senior to, and any lien on the real property that is in parity with, the lien of the JPMCB Mortgage Loan) is not equal to
    at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan. If so determined, it will be a Test pass.

     
	Mortgage Loan Documents
	29d	Review
the Mortgage Loan Documents to determine if, for any JPMCB Mortgage Loan originated after December 6, 2010 and is secured by more
than one Mortgaged Property or that is cross-collateralized with another JPMCB Mortgage Loan, the JPMCB Mortgage Loan does not permit
the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation,
if the ratio of the value of the remaining	Mortgage Loan Documents



 



    	 	Exhibit QQ-A-27	 



    	 	 



    




 


	Representations and Warranties	 	Test



    	Review Materials



	principal
balance of the JPMCB Mortgage Loan or JPMCB Whole Loan.



In the case of any JPMCB Mortgage Loan originated after December 6, 2010, no such JPMCB Mortgage Loan that is secured by more than one
Mortgaged Property or that is cross-collateralized with another JPMCB Mortgage Loan permits the release of cross-collateralization of
the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value
ratio and other requirements of the REMIC provisions.
	 	Mortgaged Property to the outstanding principal amount of the JPMCB
Mortgage Loan or Whole Loan, as applicable, is less than 80% (based solely on the value of the real property securing such JPMCB Mortgage
Loan) without a “qualified paydown” as such term is defined in Revenue Procedure 2010-30.  If so determined, it
will be a Test pass.
	 








	30.      Financial Reporting and Rent Rolls.  Each Mortgage requires the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements (i) with respect to each JPMCB Mortgage Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis and (ii) for each JPMCB Mortgage Loan with an original principal balance greater than $50 million shall be audited by an independent certified public accountant upon the request of the owner or holder of the Mortgage.	30a	Review the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	30b	Review the Mortgage Loan Documents to determine if they require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	30c	Review the Mortgage Loan Documents to determine if there is more than one Mortgagor with respect to the JPMCB Mortgage Loan, and if so determined, review to determine if the annual financial statements for each are required to be in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.  If so determined with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents
	 	30d
	Review the Mortgage Loan Documents to determine if the original principal
balance was greater than $50 million, and if so, review the Mortgage Loan Documents to determine if

	Mortgage Loan Documents






    	 	Exhibit QQ-A-28	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	 		 the annual financial statements are required to be audited by an independent certified public accountant upon the request of the owner or holder of the Mortgage.  If so determined, it will be a Test pass.	
	31.       Acts of Terrorism Exclusion.  With respect to each JPMCB Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each other JPMCB Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the JPMCB Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each JPMCB Mortgage Loan, the related Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto, except to the extent that any right to require such coverage may be limited by availability on commercially reasonable terms.	31a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million.  If so determined, review the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) to determine if they do not specifically exclude acts of terrorism from coverage, or if they do, there exists in the Diligence File a separate terrorism insurance policy related to the Mortgaged Property.  If so determined, it will be a Test pass.	Mortgage Loan Documents; Insurance Policies; Diligence File
	31b	Review the Mortgage Loan Documents to determine if the original principal balance was $20 million or less at origination.  If so, review the related special all-risk insurance policy and business interruption policy to determine if they do not, as of the date of origination of the JPMCB Mortgage Loan, specifically exclude acts of terrorism, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  If so determined with respect to each part of this Test, it will be a Test pass.	Mortgage Loan Documents; Insurance Policy
	31c	Review the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance policy.  If not so determined, it will be a Test pass	Mortgage Loan Documents; Insurance Policy
	 	31d

	Review the Mortgage Loan Documents to determine if they expressly
waive or prohibit the mortgagee from requiring coverage for acts of terrorism, or damages related thereto, except to the extent that any
right to require such coverage
	Mortgage Loan Documents





    	 	Exhibit QQ-A-29	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	 		 may be limited by availability on commercially reasonable terms.  If not so determined, it will be a Test pass.	
	32.       Due on Sale or Encumbrance.  Subject to specific exceptions set forth below, each JPMCB Mortgage Loan contains a “due-on-sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such JPMCB Mortgage Loan if, without the consent of the holder of the Mortgage and/or complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property, such as transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any controlling equity interest in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies, (vi) a substitution or release of collateral within the parameters of paragraphs 29 and 34, or (vii) by reason of any mezzanine debt that existed at the origination of the related JPMCB Mortgage Loan, or future permitted mezzanine debt or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any companion interest of any JPMCB Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests, (iii) any JPMCB Mortgage Loan that is cross-collateralized and cross-defaulted with another JPMCB Mortgage Loan or (iv) Permitted Encumbrances.  The Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in 	32a	Review the Mortgage Loan Documents to determine if there are “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such JPMCB Mortgage Loan in the circumstances described in the first sentence of representation and warranty 32.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	32b	Review the Mortgage Loan Documents to determine if there are provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.  If so determined, it will be a Test pass.	Mortgage Loan Documents



  



    	 	Exhibit QQ-A-30	 



    	 	 



    




	Representations and Warranties	 	Test



    	Review Materials



	connection with the review of and consent to any transfer or encumbrance,
the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the mortgagee relative to
such transfer or encumbrance.
	 	 	 
	33.     Single-Purpose Entity.  Each JPMCB Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the JPMCB Mortgage Loan is outstanding.  Both the Mortgage Loan documents and the organizational documents of the Mortgagor with respect to each JPMCB Mortgage Loan with a Cut-off Date Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each JPMCB Mortgage Loan with a Cut-off Date Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the JPMCB Mortgage Loan has a Cut-off Date Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the JPMCB Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a JPMCB Mortgage Loan that is cross-collateralized and cross-defaulted with the related JPMCB Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.	33a	Review the Mortgage Loan Documents to determine if they require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 33) for at least as long as any JPMCB Mortgage Loan is outstanding.  If so determined, it will be a Test pass.	Mortgage Loan Documents
	33b	Examine the JPMCB Mortgage Loan Purchase Agreement or the PSA for the Cut-off Date Balance of the JPMCB Mortgage Loan.  If the JPMCB Mortgage Loan had a Cut-off Date Balance in excess of $5 million, review the Mortgage Loan Documents and the Mortgagor’s organizational documents to determine if they require that the Mortgagor is a Single-Purpose Entity and that the Mortgagor organization documents show as such.  If so determined, it will be a Test pass.	Mortgage Loan Documents; JPMCB Mortgage Loan Purchase Agreement; PSA; Mortgagor’s organizational documents
	33c	Review the JPMCB Mortgage Loan Purchase Agreement or the PSA for Closing Date balances, and with respect to JPMCB Mortgage Loans with a Cut-off Date Balance of $20 million, review the Borrower’s Counsel Opinion for an opinion regarding non-consolidation of the Borrower.  If such an opinion is found, it will be a Test pass.	JPMCB Mortgage Loan Purchase Agreement; PSA; Borrower’s Counsel Opinion




	34.   Defeasance.  With
respect to any JPMCB Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
(i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to
	34

	Review the Mortgage Loan Documents to determine if there are provisions
allowing the JPMCB Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents contain the provisions described in clauses (i)
through (viii)
	Mortgage Loan Documents







    	 	Exhibit QQ-A-31	 



    	 	 



    

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	satisfaction
of conditions specified in the Mortgage Loan documents; (ii) the JPMCB Mortgage Loan cannot be defeased within two years after the Closing
Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled
payments under the JPMCB Mortgage Loan when due, including (A) the entire remaining principal balance on (x) the maturity date or (y)
on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty or (B) if
the JPMCB Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the related Anticipated Repayment Date, and if the
JPMCB Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral
will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal
to 115% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject
to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public
accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (vi)
if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the JPMCB Mortgage Loan secured
by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose Entity; (vii) the
Mortgagor is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such collateral prior
to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating
confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated with defeasance, including,
but not limited to, accountant’s fees and opinions of counsel.		of representation and warranty 34.  If so determined, it will be a Test pass.	






	35.Fixed Interest Rates.  Each JPMCB Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such JPMCB Mortgage Loan, except in the case of an ARD Loan and situations where default interest is imposed.	35	Review
the Mortgage Note or Loan Agreement to determine if there are provisions requiring that the loan has a fixed interest rate that remains
fixed throughout the term of such JPMCB Mortgage Loan, except in the case of an ARD Loan	Mortgage Note; Loan Agreement




    	 	Exhibit QQ-A-32	 



    	 	 



    


	Representations and Warranties	 	Test



    	Review Materials
			and situations where default interest is imposed.  If so
determined, it will be a Test pass.
	
	36.   Ground
Leases. For purposes of the Mortgage Loan Purchase Agreement, a “Ground Lease” shall mean a leasehold estate in
real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings
and other improvements, if any, to the ground lessee (who may, in certain circumstances, own the building and improvements on the land),
subject to the reversionary interest of the ground lessor as fee owner.



With respect to any JPMCB Mortgage Loan where the JPMCB Mortgage Loan is secured by a ground leasehold estate in whole or in part, and
the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of
the ground lease and any estoppel or other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors
and assigns:


(A) The ground lease or a memorandum
regarding such ground lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable
jurisdiction. The ground lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to
be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or
assigns in a manner that would adversely affect the security provided by the related Mortgage. To the Mortgage Loan Seller’s knowledge,
no material change in the terms of the ground lease had occurred since its recordation, except by any written instruments which are included
in the related Mortgage File;


(B)   The lessor under such
ground lease has agreed in a writing included in the related Mortgage File (or in such ground lease) that the ground lease may not be
amended, modified, canceled or terminated without the prior written consent of the lender and that any such action without such consent
is not binding on the
	36a
	Review the appraisal to determine if the Loan is secured by a Ground
Lease (as defined in representation and warranty 36).  If so, review the Title Policy and Mortgage Loan Documents to determine
if the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property.  If so determined,
it will be a Test pass.

	Appraisal; Mortgage Loan Documents

	36b
	Review the Title Policy and Mortgage Loan Documents to determine
if the Ground Lease or memorandum has been recorded or submitted for recordation.  If so determined, it will be a Test pass.
	Title Policy; Mortgage Loan Documents

	36c
	Review the Ground Lease and the ground lessor’s estoppel (or
other agreement of the ground lessor) to determine if the interest of the lessee is permitted to be encumbered by the Mortgage and does
not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security
provided by the Mortgage.  If so determined, it will be a Test pass.

	Ground Lease; Ground lessor’s estoppel

	36d

	Review the MS Servicer Notices for a notation or other indication
of any claim or assertion that, as of the Closing Date, there was any material change in the terms of any Ground Lease since its recordation.
If such a notation or other indication is not found, it will be a Test pass.


If such a notation or other indication is found, review the Mortgage
File to determine if the modification agreement or instrument is in the Mortgage File. If so determined, it will be a Test pass.
	MS Servicer Notices; Mortgage File

	36e

	Review the Ground Lease and Ground lessor’s estoppel to determine
if the lessor has agreed that the Ground Lease may not be amended, modified, canceled or terminated without the prior written consent
of the lender and that any such action without such consent is not binding on the lender, its

	Ground Lease; Estoppel (or other agreement of the ground lessor)




 



    	 	Exhibit QQ-A-33	 



    	 	 



    
	Representations and Warranties	 	Test



    	Review Materials



	                                                       lender, its successors or assigns;

                                                                                                                                                                                          (C)   The
ground lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be
exercised, and will be enforceable, by either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity
of the related JPMCB Mortgage Loan, or 10 years past the stated maturity if such JPMCB Mortgage Loan fully amortizes by the stated maturity
(or with respect to a JPMCB Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);


(D)  The
ground lease is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except
for the related fee interest of the ground lessor and the Permitted Encumbrances;


(E)   The
ground lease does not place commercially unreasonable restrictions on the identity of the mortgagee and the ground lease is assignable
to the holder of the JPMCB Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event
it is so assigned, it is further assignable by the holder of the JPMCB Mortgage Loan and its successors and assigns without the consent
of the lessor;


(F)    The
Mortgage Loan Seller has not received any written notice of default under or notice of termination of such ground lease. To the Mortgage
Loan Seller’s knowledge, there is no default under such ground lease and no condition that, but for the passage of time or giving
of notice, would result in a default under the terms of such ground lease. Such ground lease is in full force and effect as of the Closing
Date;


(G)   The ground lease or
ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, provides
that no notice of default or termination is effective unless such notice is given to the lender, and requires that the ground lessor will
supply an estoppel;


	 	successors or assigns.  If so determined, it will be a
Test pass.

	 
	36f
	Review the Ground Lease to determine if it has an original term (or
an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by
either borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of the JPMCB Mortgage Loan, or 10 years
past the stated maturity if such JPMCB Mortgage Loan fully amortizes by the stated maturity (or with respect to a JPMCB Mortgage Loan
that accrues on an actual 360 basis, substantially amortizes).  If so determined, it will be a Test pass.
	Ground Lease; Estoppel

	36g
	Review the Title Policy to determine if the Ground Lease is not subject
to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest
of the ground lessor and the Permitted Encumbrances.  If so determined, it will be a Test pass.

	Title Policy
	36h
	Review the Ground Lease and any estoppel (or other agreement of the
ground lessor) to determine if the Ground Lease does not place restrictions on the identity of the Mortgagee, as determined by the Asset
Representations Reviewer.  If so determined, it will be a Test pass.
	Ground Lease; Estoppel (or other agreement of the ground lessor)

	36i
	Review the Ground Lease or estoppel (or other agreement of the ground
lessor) to determine if the Ground Lease is assignable to the holder of any JPMCB Mortgage Loan and its successors and assigns without
the consent of the lessor, and in the event of such assignment, it is further assignable by the holder of any JPMCB Mortgage Loan and
its successors and assigns without the consent of the lessor.  If so determined, it will be a Test pass.
	Ground Lease; Estoppel (or other agreement of the ground lessor)

	36j
	Review the MS Servicer Notices for a notation or other indication
of any claim or assertion that the Mortgage Loan Seller has received any written notice of default under or
	MS Servicer Notices






 



    	 	Exhibit QQ-A-34	 



    	 	 



    




 


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    	Review Materials



	(H)   A
lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee
under the ground lease through legal proceedings) to cure any default under the ground lease which is curable after the lender’s
receipt of notice of any default before the lessor may terminate the ground lease;


(I)     The
ground lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller
in connection with loans originated for securitization;


(J)    Under
the terms of the ground lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together),
any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than in
respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration
of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the
related Mortgage Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair
or restoration progresses, or to the payment of the outstanding principal balance of the JPMCB Mortgage Loan, together with any accrued
interest;


(K)  In
the case of a total or substantial taking or loss, under the terms of the ground lease, an estoppel or other agreement and the related
Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest
in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration,
will be applied first to the payment of the outstanding principal balance of the JPMCB Mortgage Loan, together with any accrued interest;
and


(L)    Provided that
the lender cures any defaults which are
	 	notice of termination of such Ground Lease.  If such a
notation or other indication is not found, it will be a Test pass.

	 
	36k

	Review the MS Servicer Notices for a notation or other indication
of any claim or assertion that the Mortgage Loan Seller had knowledge as of the Closing Date that there was a default under such Ground
Lease or there existed any condition that, but for the passage of time or giving notice, would result in a default under the terms of
such Ground Lease.  If such a notation or other indication is not found, it will be a Test pass.
	MS Servicer Notices

	36l
	Review the MS Servicer Notices for a notation or other indication
of any claim or assertion that the Ground Lease was not in full force and effect as of the Closing Date.  If such a notation
or other indication is not found, it will be a Test pass.

	MS Servicer Notices


	36m
	Review the Ground Lease or estoppel (or other agreement of the ground
lessor) to determine if the lessor is required to give to the lender written notice of any default, and provides that no notice of default
or termination is effective unless such notice is given to the lender, and requires that the ground lessor will supply an estoppel.  If
so determined, it will be a Test pass.
	Ground Lease; Estoppel  (or other agreement of the ground
lessor)

	36n
	Review the Ground Lease or estoppel (or other agreement of the ground
lessor) to determine if the lender is permitted an opportunity (including, where necessary, sufficient time to gain possession of the
interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after
the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease.  If so determined, it
will be a Test pass.

	Ground Lease; estoppel  (or other agreement of the ground
lessor)

	36o
	Review the Ground Lease to determine if it does not impose any unreasonable
restrictions on subletting.  If so determined, it will be a Test pass.

	Ground Lease






 



    	 	Exhibit QQ-A-35	 



    	 	 



    




	Representations and Warranties	 	Test



    	Review Materials



	susceptible to being cured, the ground lessor has agreed to enter
into a new lease with lender upon termination of the ground lease for any reason, including rejection of the ground lease in a bankruptcy
proceeding.
	36p
	Review the Ground Lease, estoppel (or other agreement of the ground
lessor), and Mortgage Loan Documents to determine if there are provisions that any related insurance proceeds or the portion of the condemnation
award allocable to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed
in subpart (K)) are required to be applied either to the repair or to restoration of all or part of the related Mortgaged Property with
(so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee
appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding
principal balance of the JPMCB Mortgage Loan, together with any accrued interest.  If so determined, it will be a Test pass.

	Ground Lease; Estoppel (or other agreement of the ground lessor);
Mortgage Loan Documents


	36q
	Review the Ground Lease, estoppel (or other agreement of the ground
lessor), and Mortgage Loan Documents to determine if, in the case of a total or substantial taking or loss, under the terms of the Ground
Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation
award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of any JPMCB
Mortgage Loan, together with any accrued interest.  If so determined, it will be a Test pass.
	Ground Lease; Estoppel (or other agreement of the ground lessor);
Mortgage Loan Documents

	36r
	Review the Ground Lease or estoppel (or other agreement of the ground
lessor) to determine if the ground lessor has agreed to enter into a new lease with lender upon termination of the Ground Lease for any
reason, including rejection of the Ground Lease in a bankruptcy proceeding, provided that the lender cures any defaults which are susceptible
to being cured.  If so determined, it will be a Test pass.
	Ground Lease; Estoppel (or other agreement of the ground lessor)






    	 	Exhibit QQ-A-36	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	37.     Servicing.  The servicing and collection practices used by the Mortgage Loan Seller in respect of each JPMCB Mortgage Loan complied in all material respects with all applicable laws and regulations and was in all material respects legal, proper and prudent, in accordance with Mortgage Loan Seller’s customary commercial mortgage servicing practices.	37	Review the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller in respect of the JPMCB Mortgage Loan did not comply in all material respects with all applicable laws and regulations or was not in all material respects legal, proper and prudent, in accordance with Mortgage Loan Seller’s customary commercial mortgage servicing practices.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices






	
    38.   ARD
Loan. Each JPMCB Mortgage Loan identified in the Mortgage Loan Schedule as an ARD Loan starts to amortize no later than the Due Date
of the calendar month immediately after the calendar month in which such ARD Loan closed and substantially fully amortizes over its stated
term, which term is at least 60 months after the related Anticipated Repayment Date. Each ARD Loan has an Anticipated Repayment Date
not less than five years following the origination of such JPMCB Mortgage Loan. If the related Borrower elects not to prepay its ARD
Loan in full on or prior to the Anticipated Repayment Date pursuant to the existing terms of the JPMCB Mortgage Loan or a unilateral
option (as defined in Treasury Regulations under Section 1001 of the Code) in the JPMCB Mortgage Loan exercisable during the term of
the JPMCB Mortgage Loan, (i) the JPMCB Mortgage Loan’s interest rate will step up to an interest rate per annum as specified in
the related JPMCB Mortgage Loan documents; provided, however, that payment of such Excess Interest shall be deferred until the principal
of such ARD Loan has been paid in full; (ii) all or a substantial portion of the excess cash flow (which is net of certain costs associated
with owning, managing and operating the related Mortgaged Property) collected after the Anticipated Repayment Date shall be applied towards
the prepayment of such ARD Loan and once the principal balance of an ARD Loan has been reduced to zero all excess cash flow will be applied
to the payment of accrued Excess Interest; and (iii) if the property manager for the related Mortgaged Property can be removed by or
at the direction of the mortgagee on the basis of a debt service coverage test, the subject debt service coverage ratio shall be calculated 

     
	38a	Review the Mortgage Loan Schedule to identify if the JPMCB Mortgage Loan is an ARD Loan. If so, proceed to remaining tests. If not an ARD loan, it will be a Test pass for representation and warranty 38.   	Mortgage Loan Schedule, Mortgage Loan Documents
	38b	Review the Mortgage Loan Documents to determine if there are provisions requiring the ARD Loan to start to amortize no later than the Due Date of the calendar month immediately after the calendar month in which such ARD Loan closed and fully amortizes over its stated term, which term is at least 60 months after the related Anticipated Repayment Date. If provisions are found, it will be a Test pass.	Mortgage Loan Schedule, Mortgage Loan Documents
	38c	Review the JPMCB Mortgage Loan Documents to determine if the ARD Loan has an Anticipated Repayment Date of not less than five years following the origination of such JPMCB Mortgage Loan. If so determined, it will be a Test pass	Mortgage Loan Schedule, Mortgage Loan Documents
	38d	Review the JPMCB Mortgage Loan Documents to determine if there are provisions stating that the property manager for the related Mortgage Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date. If such language is not found, it will be a Test pass	Mortgage Loan Schedule, JPMCB Mortgage Loan Documents



 



    	 	Exhibit QQ-A-37	 



    	 	 



    




 


	Representations and Warranties	 	Test



    	Review Materials



	without taking account of any increase in the related Mortgage Interest
Rate on such JPMCB Mortgage Loan’s Anticipated Repayment Date. No ARD Loan provides that the property manager for the related Mortgaged
Property can be removed by or at the direction of the mortgagee solely because of the passage of the related Anticipated Repayment Date.
	 	 	 





	39.     Rent Rolls; Operating Histories.  The Mortgage Loan Seller has obtained a rent roll (each, a “Certified Rent Roll”) other than with respect to hospitality properties certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related JPMCB Mortgage Loan.  The Mortgage Loan Seller has obtained operating histories (the “Certified Operating Histories”) with respect to each Mortgaged Property certified by the related Mortgagor or the related guarantor(s) as accurate and complete in all material respects as of a date within 180 days of the date of origination of the related JPMCB Mortgage Loan.  The Certified Operating Histories collectively report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for such shorter period of time, it being understood that for mortgaged properties acquired with the proceeds of a JPMCB Mortgage Loan, Certified Operating Histories may not have been available.	39a	Determine that there is one or more Certified Rent Rolls in the Diligence File for all properties other than hospitality properties, or, with respect to properties other than hospitality properties, a representation as to the accuracy of the rent roll or rent rolls is made by the Mortgagor in the Mortgage Loan Documents.  If there are Certified Rent Rolls, determine if they have been certified by the Borrower or the guarantor(s) as being accurate and complete in all material respects within 180 days of the date of origination of any JPMCB Mortgage Loan.  If so determined as to each part of this Test, it will be a Test pass.	Diligence File; Certified Rent Roll; Mortgage Loan Documents
	39b	Determine that there are operating histories for each Mortgaged Property that are certified by the Mortgagor or the guarantor(s) as being accurate and complete in all material respects within 180 days of the date of origination of the related JPMCB Mortgage Loan.  If so determined, it will be a Test pass.	Operating statements; Mortgage Loan Documents
	39c	For any Mortgaged Property not acquired with the proceeds of any JPMCB Mortgage Loan, review the Certified Operating Histories to determine if they report on operations for a period equal to (a) at least a continuous three-year period or (b) in the event the Mortgaged Property was owned, operated or constructed by the Mortgagor or an affiliate for less than three years then for such shorter period of time.  If so determined, it will be a Test pass.	Operating statements
	40.    No
Material Default; Payment Record.  No JPMCB Mortgage Loan has been more than 30 days delinquent, without giving effect
to any
	40a

	Review the Servicing File and the MS Servicer Notices for a notation
or other indication that (i) the JPMCB Mortgage

	Servicing File; MS Servicer Notices






    	 	Exhibit QQ-A-38	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials






	grace
or cure period, in making required payments since origination, and as of the Closing Date, no JPMCB Mortgage Loan is delinquent (beyond
any applicable grace or cure period) in making required payments.  To the Mortgage Loan Seller’s knowledge, there is
(a) no, and since origination there has been no, material default, breach, violation or event of acceleration existing under the related
JPMCB Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, provided,
however, that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically
pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit
C to the Mortgage Loan Purchase Agreement.  No person other than the holder of such JPMCB Mortgage Loan may declare any event
of default under the JPMCB Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.		 Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments since origination, and (ii) the JPMCB Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Closing Date.  If such a notation or other indication is not found, it will be a Test pass.	
	40b	Review the Servicing File and the MS Servicer Notices for a notation or other indication that (a) as of the Closing Date or since origination (i) there was a material default, breach, violation or event of acceleration existing under the related JPMCB Mortgage Loan or (b) as of the Closing Date, there was an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration (it being understood that the Asset Representations Reviewer will not deem as evidence any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by any Mortgage Loan Seller in Exhibit C to the JPMCB Mortgage Loan Purchase Agreement).  If such a notation or other indication is not found, it will be a Test pass.	Servicing File; MS Servicer Notices
	41.     Bankruptcy.  In respect of each JPMCB Mortgage Loan, the related Mortgagor is not a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding.	41	Review the Lexis/Nexis (or comparable) search and MS Servicer Notices for a notation or other indication that the Mortgagor was a debtor in any bankruptcy, receivership, conservatorship, reorganization, insolvency, moratorium or similar proceeding on the Closing Date.  If such notation or other indication is not found, it will be a Test pass.	Lexis/Nexis (or comparable) search; MS Servicer Notices
	42.   Organization
of Borrower.  The Mortgage Loan Seller has obtained an organizational chart or other description of each Mortgagor which
identifies all beneficial controlling owners of the Mortgagor (i.e., managing members, general partners or similar controlling person
for such Mortgagor) (the “Controlling Owner”) and all owners that hold a 25% or greater direct ownership share (i.e.,
the “Major Sponsors”).  The Mortgage Loan Seller (1) required questionnaires to be
	42a
	Review the Diligence File to determine if it includes an organizational
chart or other description of each Mortgagor in the Diligence File which purports to identify all Controlling Owners and Major Sponsors.  If
so determined, it will be a Test pass.

	Diligence File; Organization Chart

	42b
	Review the Diligence File to determine if the Sponsor
	 




    	 	Exhibit QQ-A-39	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	completed
by each Controlling Owner and guarantor or performed other processes designed to elicit information from each Controlling Owner and guarantor
regarding such Controlling Owner’s or guarantor’s prior history for at least 10 years regarding any bankruptcies or other
insolvencies, any felony convictions, and (2) performed or caused to be performed searches of the public records or services such as
Lexis/Nexis, or a similar service designed to elicit information about each Controlling Owner, Major Sponsor and guarantor regarding
such Controlling Owner’s, Major Sponsor’s or guarantor’s prior history for at least 10 years regarding any bankruptcies
or other insolvencies, any felony convictions, and provided, however, that records searches were limited to the last 10 years (clauses
(1) and (2) collectively, the “Sponsor Diligence”).  Based solely on the Sponsor Diligence, to the knowledge
of the Mortgage Loan Seller, no Major Sponsor or guarantor (i) was in a state of federal bankruptcy or insolvency proceeding, (ii) had
a prior record of having been in a state of federal bankruptcy or insolvency, or (iii) had been convicted of a felony.			
		Diligence is included.  If so determined, it will be a Test pass.	Diligence File





	43.    Environmental
Conditions.  At origination, each Mortgagor represented and warranted that to its knowledge no hazardous materials or any
other substances or materials which are included under or regulated by environmental laws are located on, or have been handled, manufactured,
generated, stored, processed, or disposed of on or released or discharged from the Mortgaged Property, except as disclosed by a Phase
I environmental assessment (or a Phase II environmental assessment, if applicable) delivered in connection with the origination of the
JPMCB Mortgage Loan or except for those substances commonly used in the operation and maintenance of properties of kind and nature similar
to those of the Mortgaged Property in compliance with all environmental laws and in a manner that does not result in contamination of
the Mortgaged Property.  A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment)
and, with respect to certain JPMCB Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”)
meeting ASTM requirements conducted by a reputable environmental consultant in connection with such JPMCB Mortgage Loan within 12 months
prior to its
	43a

	Review the Mortgage Loan Documents to determine if they include a
representation and warranty by the Mortgagor described in the first sentence of representation and warranty 43.  If so determined,
it will be a Test pass.

	Mortgage Loan Documents

	43b
	Review the Diligence File to determine if an ESA is included. If
so determined, review the ESA to determine that the ESA was conducted in connection with the JPMCB Mortgage Loan within 12 months
prior to its origination date, and to confirm that the ESA on its face (i) did not reveal any known circumstance or condition that
rendered the Mortgaged Property at the date of the ESA in material noncompliance with applicable environmental laws or the existence of
recognized environmental conditions or the need for further investigation, or (ii) if any material noncompliance with environmental
laws or the existence of an Environmental Condition (as defined in representation and warranty 43) or need for further investigation was
indicated in any such ESA, then the following procedures will be performed: (43b-1 through 43b-5)
	Diligence File;  ESA; Escrow statements; Operations or
maintenance plan; No further action letter; Closure letter; Environmental policy or lender’s pollution legal liability policy






    	 	Exhibit QQ-A-40	 



    	 	 



    

 


	Representations and Warranties	 	Test



    	Review Materials






	origination date (or an update of a previous ESA was prepared), and
such ESA (i) did not reveal any known circumstance or condition that rendered the Mortgaged Property at the date of the ESA in material
noncompliance with applicable environmental laws or the existence of recognized environmental conditions (as such term is defined in ASTM
E1527-05 or its successor, hereinafter “Environmental Condition”) or the need for further investigation, or (ii) if
any material noncompliance with environmental laws or the existence of an Environmental Condition or need for further investigation was
indicated in any such ESA, then at least one of the following statements is true:  (A) 125% of the funds reasonably estimated
by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable
environmental laws or the Environmental Condition has been escrowed by the related Mortgagor and is held by the related lender; (B) if
the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint, or lead
in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has
been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the
Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the
Cut-off Date, and, as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority
(or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as administratively
“closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental
policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for
the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors
Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the Mortgagor with assets reasonably
estimated to be adequate to effect
	 	1. Review escrow statements in the Diligence File used to determine
if 125% of the funds reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure
any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the Borrower and is
held by the lender.


2. If the determination in subpart 1 cannot be made and if
the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead-based paint, or lead
in drinking water, and the only recommended action in the ESA is the institution of an operations or maintenance plan, review the Diligence
File to determine if there exists an operations or maintenance plan regarding such Environmental Condition. If so determined, confirm
that the plan on its face appears to be expected to mitigate the identified risk.


3. If the determination in subpart 1 cannot be made and the
determination in subpart 2 cannot be made or such subpart is not applicable, review the Diligence File to determine if any Environmental
Condition identified was remediated or abated in all material respects prior to the Cut-off Date, or that a no further action or closure
letter was obtained from the applicable governmental regulatory authority (or to determine if the environmental issue affecting the Mortgaged
Property was otherwise listed by such governmental authority as administratively “closed” or a reputable environmental consultant
has concluded that no further action is required).


4. If the determinations in subparts 1 and 3 cannot be made
and the determination in subpart 2 cannot be made or such subpart is not applicable, review the Diligence File to determine if there
exists an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below
that covers liability for the
	 









    	 	Exhibit QQ-A-41	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials






	all necessary remediation was identified as the responsible party
for such condition or circumstance; or (F) a party related to the Mortgagor with assets reasonably estimated to be adequate to effect
all necessary remediation was identified as the responsible party for such condition or circumstance is required to take action.  The
ESA will be part of the Servicing File; and to the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no
(i) known circumstance or condition that rendered the Mortgaged Property in material noncompliance with applicable environmental
laws, (ii) Environmental Conditions (as such term is defined in ASTM E1527-05 or its successor), or (iii) need for further investigation.



In the case of each JPMCB Mortgage Loan set forth on Schedule D-2 to the Mortgage Loan Purchase Agreement, (i) such JPMCB Mortgage Loan
is the subject of an environmental insurance policy, issued by the issuer set forth on Schedule D-2 to the Mortgage Loan Purchase
Agreement (the “Policy Issuer”) and effective as of the date thereof (the “Environmental Insurance Policy”),
(ii) as of the Cut-off Date the Environmental Insurance Policy is in full force and effect, there is no deductible and the trustee is
a named insured under such policy, (iii)(a) a property condition or engineering report was prepared, if the related Mortgaged Property
was constructed prior to 1985, with respect to asbestos-containing materials (“ACM”) and, if the related Mortgaged
Property is a multifamily property, with respect to radon gas (“RG”) and lead-based paint (“LBP”),
and (b) if such report disclosed the existence of a material and adverse LBP, ACM or RG environmental condition or circumstance affecting
the related Mortgaged Property, the related Mortgagor (A) was required to remediate the identified condition prior to closing the JPMCB
Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by the Mortgage
Loan Seller, for the remediation of the problem, and/or (B) agreed in the Mortgage Loan documents to establish an operations and maintenance
plan after the closing of the JPMCB Mortgage Loan that should reasonably be expected to mitigate the environmental risk related to the
identified LBP, ACM or RG condition, (iv) on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller as originator
had no knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the
existence of LBP, ACM or RG)
	 	identified circumstance or condition was obtained from an insurer
rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.


5. If the determinations in subparts 1, 3 and 4 cannot be made
and the determination in subpart 2 cannot be made or such subpart is not applicable, review the Diligence File to determine if a
party with assets reasonably estimated to be adequate to effect all necessary remediation was identified as the responsible party for
such condition or circumstance.


If the matters set forth in any of subparts 1 through 5 above
can be made, it will be a Test pass.

	 
	43c
	Review the MS Servicer Notices for a notation or other indication
of any claim or assertion that the Mortgage Loan Seller had knowledge as of the Closing Date of (a) a known circumstance or condition,
not set forth in the ESA, that rendered the Mortgaged Property in material noncompliance with applicable environmental laws, and (b) any
Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) not set forth in the ESA or (c) there is a need
for further investigation not set forth in the ESA.  The Asset Representations Reviewer will obtain the ESA from the Diligence
File and review for disclosure of the known circumstances or conditions.  If such a notation or other indication is not found,
it will be a Test pass.
	MS Servicer Notices; ESA


	43d
	Review Schedule D-2 to the JPMCB Mortgage Loan Purchase Agreement,
if the JPMCB Mortgage Loan is listed on Schedule D-2, also review the Diligence File to determine if the JPMCB Mortgage Loan is the
subject of an Environmental Insurance Policy.  If so, review such Environmental Insurance Policy to determine if it was issued
by a Policy Issuer identified on Schedule D-2 to the JPMCB Mortgage Loan Purchase Agreement.  If so determined, it will
be a Test pass.
	Schedule D-2 to JPMCB Mortgage Loan Purchase Agreement; Diligence
File; Environmental Insurance Policy











    	 	Exhibit QQ-A-42	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	that was not disclosed to the Policy Issuer in one or more of the
following:  (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c)
an engineering or other report provided to the Policy Issuer, and (v) the premium of any Environmental Insurance Policy has been paid
through the maturity of the policy’s term and the term of such policy extends at least five years beyond the maturity of the JPMCB
Mortgage Loan.
	43e

	Review the Environmental Insurance Policy to determine if the policy
was in full force and effect as of the Cut-off Date, there is no deductible, and the Trustee is a named insured under such policy.  If
so determined, it will be a Test pass.
	Environmental Insurance Policy; Servicing records


	43f
	Review the Diligence File to determine if there exists a property
condition assessment or engineering report.  For Mortgaged Properties constructed prior to 1985, review the related report to
determine if it addresses asbestos containing materials.  If so determined with respect to each part of the Test, it will be
a Test pass.
	Diligence File; Property condition assessment; Engineering report

	43g
	Review the appraisal to determine if the property is a multifamily
property.  If so, review the Diligence File to determine if there exists a property condition report or engineering report.  Review
the related report to determine if there is a radon gas and lead based paint section in the report.  If so determined, it will
be a Test pass.

	Appraisal; Property condition Assessment; Engineering report

	43h
	Review the most recently dated property condition assessment or engineering
report for disclosures of the existence of a material and adverse environmental condition or circumstance affecting the Mortgaged Property.  If
so, determine  if the related Mortgagor (A) was required to remediate the identified condition prior to closing any JPMCB
Mortgage Loan or provide additional security or establish with the mortgagee a reserve in an amount deemed to be sufficient by any Mortgage
Loan Seller, for the remediation of the problem, and/or (B) agreed in any documents in the Mortgage File to establish an operations
and maintenance plan after the closing of any JPMCB Mortgage Loan that should reasonably be expected to mitigate the environmental risk.  If
so determined, it will be a Test pass.
	Property condition assessment; Engineering report; Remediation agreement;
Mortgage Loan Documents

	43i
	Review the MS Servicer Notices for a notation or other indication
of any claim or assertion that, in the case of a JPMCB Mortgage Loan set forth on Schedule D-2 to the 
	MS Servicer Notices






    	 	Exhibit QQ-A-43	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials




	 		JPMCB Mortgage Loan Purchase Agreement, on the effective date of the Environmental Insurance Policy, the Mortgage Loan Seller had knowledge of any material and adverse environmental condition or circumstance affecting the Mortgaged Property (other than the existence of LBP, ACM or RG) that was not disclosed to the Policy Issuer in one or more of the following: (a) the application for insurance, (b) a Mortgagor questionnaire that was provided to the Policy Issuer, or (c) an engineering or other report provided to the Policy Issuer.  If such a notation or other indication is not found, it will be a Test pass.	
	43j	Review the Environmental Insurance Policy to determine if the premium of any Environmental Insurance Policy has been paid through the maturity of the policy’s term and the term of such policy extends at least five years beyond the maturity of any JPMCB Mortgage Loan.  If so determined, it will be a Test pass.	Environmental Insurance Policy;  Mortgage Loan Documents






	44.       Lease
Estoppels.  With respect to each JPMCB Mortgage Loan predominantly secured by a retail, office or industrial property leased
to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination
date of the related JPMCB Mortgage Loan, and to the Mortgage Loan Seller’s knowledge based solely on the related estoppel certificate,
the related lease is in full force and effect or if not in full force and effect, the related space was underwritten as vacant, subject
to customary reservations of tenant’s rights, such as, without limitation, with respect to common area maintenance (“CAM”)
and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.  With respect to each JPMCB
Mortgage Loan predominantly secured by a retail, office or industrial property, the Mortgage Loan Seller has received lease estoppels
executed within 90 days of the origination date of the related JPMCB Mortgage Loan that collectively account for at least 65% of the
in-place base rent for the Mortgaged Property or set of cross-collateralized properties that secure a JPMCB Mortgage Loan that is represented
on the Certified Rent Roll.  To the Mortgage Loan	44a	Review the appraisal to determine if the property is a retail, office, or industrial property, and if so, review the Certified Rent Roll to determine if the property is leased to a single tenant.  If so, review the estoppel to determine if it was obtained from such tenant no earlier than 90 days prior to the origination date of the JPMCB Mortgage Loan.  If so determined, it will be a Test pass.	Estoppels; Certified Rent Roll; Appraisal
	44b	Review the estoppel certificate referenced in Test 44a and the asset summary report to determine if (i) the related lease is in full force and effect, subject to customary reservations of tenant’s rights, such as, without limitation, with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions, or (ii) if there is no estoppel certificate, the property was underwritten as vacant.  If the matters set forth in clause (i) or (ii) are so determined, it will be a Test pass.	Estoppels; Diligence File; Asset Summary Report
	44c	Review the appraisal to determine if the JPMCB Mortgage Loan is predominantly secured by a retail, office, or	Appraisal; Diligence File
			



 



    	 	Exhibit QQ-A-44	 



    	 	 



    




 


	Representations and Warranties	 	Test



    	Review Materials



	Seller’s knowledge, each lease represented on the Certified
Rent Roll is in full force and effect, subject to customary reservations of tenant’s rights, such as with respect to CAM and pass-through
audits and verification of landlord’s compliance with co-tenancy provisions.
	 	industrial property.  If so, review the Diligence File
to determine if lease estoppels executed within 90 days of the origination date of the JPMCB Mortgage Loan were received that collectively
account for at least 65% of the in-place base rent for the Mortgaged Property or set of cross-collateralized properties that secure a
JPMCB Mortgage Loan that is represented on the Certified Rent Roll.  If so determined with respect to each part of this Test,
it will be a Test pass.
	MS Servicer Notices; Certified Rent Roll


	 	44d	Review the MS Servicer Notices for a notation or other indication
of any claim or assertion that, as of the Closing Date, and subject to customary reservations of tenant’s rights, such as with respect
to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions, the Mortgage Loan Seller had
knowledge that any lease represented on the Certified Rent Roll was not in full force and effect.  If such a notation or other
indication is not found, it will be a Test pass.

	 





	45.       Appraisal.  The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the JPMCB Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the JPMCB Mortgage Loan.  Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.	45a	Review the appraisal to determine if it was dated within 6 months of the JPMCB Mortgage Loan origination date and with 12 months of the Closing Date.  If so determined, it will be a Test pass.	Appraisal
	45b	Review the appraisal to determine if it was signed by an appraiser represented to be an MAI.  If so determined, it will be a Test pass.	Appraisal
	45c	Review the appraisal to determine if it includes an appraiser’s certification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property.  If so determined, it will be a Test pass.	Appraisal
	 	45d

	Review the appraisal to determine if it includes an appraiser’s
certification or supplemental letter that indicates that the appraiser’s compensation is not affected by the approval or disapproval
of the JPMCB Mortgage Loan.  If so

	Appraisal





    	 	Exhibit QQ-A-45	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	 		 determined, it will be a Test pass.	
	45e	Review the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional appraisal Practice” as adopted by the appraisal Standards Board of the Appraisal Foundation.  If so determined, it will be a Test pass.	Appraisal
	46.     Mortgage Loan Schedule.  The information pertaining to each JPMCB Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as Exhibit A to the Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the PSA to be contained therein.	46a	Review the Mortgage Loan Schedule attached as Exhibit A to the JPMCB Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report to determine if there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.	JPMCB Mortgage Loan Purchase Agreement; Annex A to final prospectus; Mortgage Loan Documents; PSA; Asset Summary Report
	46b	Compare the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match.  If there are no discrepancies, it will be a Test pass.	Mortgage Loan Schedule; PSA
	47.      Cross-Collateralization.  No JPMCB Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool.	47	Review the Mortgage Loan Documents to determine if the JPMCB Mortgage Loan is cross-collateralized or cross-defaulted with any other JPMCB Mortgage Loan that is outside the Mortgage Pool.  If not so determined, it will be a Test pass.	Mortgage Loan Documents
	48.    Advance of Funds by the Seller.  No advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor, and no funds have been received from any person other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Mortgage Loan Seller, indirectly for, or on account of, payments due on the JPMCB Mortgage Loan.  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a JPMCB Mortgage Loan, other than contributions made on or prior to the Closing Date.	48a	Review the MS Servicer Notices for a notation or other indication that, as of the Closing Date, an advancement of funds had been made by the Mortgage Loan Seller to the related Mortgagor, or that funds have been received from any person other than the Mortgagor or an affiliate, directly, for, or on account of, payments due on the JPMCB Mortgage Loan.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	 	48b
	Review the Mortgage Loan Documents to determine if the Mortgage Loan
Seller, or an affiliate, has an obligation to make any capital contribution to the Mortgagor, other than
	Mortgage Loan Documents





    	 	Exhibit QQ-A-46	 



    	 	 



    

	Representations and Warranties	 	Test



    	Review Materials



	 		 contributions made on or prior to the Closing Date.  If not so determined, it will be a Test pass.	
	49.      Compliance with Anti-Money Laundering Laws.  The Mortgage Loan Seller has complied with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of the JPMCB Mortgage Loan.	49	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any JPMCB Mortgage Loan.  If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices




    	 	Exhibit QQ-A-47	 



    	 	 



    

EXHIBIT QQ-B


 


CREFI ASSET REVIEW PROCEDURES




Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”),
the Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to
each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset Representations
Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit QQ-B
if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to
modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.
Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect to a representation
and warranty, the meaning set forth in the related mortgage loan purchase agreement where CREFI is the Seller (the “CREFI Mortgage
Loan Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the following Tests:


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g., to the
Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review
beyond that set forth in the applicable Test related to such representation and warranty;



		(B)	With respect to any representation and warranty that includes the examination of an insurance policy or
Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable
policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.



		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal
review or legal conclusion;



		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with respect
to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is
the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer
shall take into account any exceptions to such representation and warranty described in the CREFI Mortgage Loan Purchase Agreement with
respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to





    	 	Exhibit QQ-B-1	 



    	 	 



    


such Test if the sole reason for not
satisfying the applicable Test is caused by such exception(s);


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations
Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation
included in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and



		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit QQ-B, and will not be obligated to perform additional
procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could produce a different outcome. Notwithstanding
the required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials
specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under
no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations
Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in
addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a
Test pass.


 




    	 	Exhibit QQ-B-2	 



    	 	 



    

 


	Representations
    and Warranties	 	Test	Review
    Materials
	1.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a CREFI Mortgage Loan that is part of a Whole Loan, each CREFI
    Mortgage Loan is a whole loan and not a participation interest in a CREFI Mortgage Loan. Each CREFI Mortgage Loan that is part of
    a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note. At the time of the sale, transfer and assignment to Purchaser,
    no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to
    any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee), participation or pledge, and the Mortgage Loan Seller had good
    title to, and was the sole owner of, each CREFI Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances,
    participations, any other ownership interests on, in or to such CREFI Mortgage Loan other than any servicing rights appointment or
    similar agreement. The Mortgage Loan Seller has full right and authority to sell, assign and transfer each CREFI Mortgage Loan, and
    the assignment to Purchaser constitutes a legal, valid and binding assignment of such CREFI Mortgage Loan free and clear of any and
    all liens, pledges, charges or security interests of any nature encumbering such CREFI Mortgage Loan.	1a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage
    Loan Schedule.  If the amounts are the same, then such CREFI Mortgage Loan would be considered a Whole Loan. If there is
    more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will
    be a Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the CREFI Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment
    of Leases, Rents and Profits; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	1b	Review
    any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with
    respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for notation of any Mortgage Note or
    Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced
    Mortgage Loan, to the related Non-Serviced Trustee for the Other Securitization), participation or pledge, or that the Mortgage Loan
    Seller did not have good title to, and was the sole owner of, each CREFI Mortgage Loan free and clear of any and all liens, charges,
    pledges, encumbrances, participations, any other ownership interests on, in or to such CREFI Mortgage Loan other than any servicing
    rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	1c	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority
    to sell, assign and transfer the CREFI Mortgage Loan. If such notation is not found, it will be a Test pass.	MS
    Servicer Notices
	1d	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the Purchaser not constituting a legal,
    valid and binding assignment of such CREFI Mortgage Loan free and clear of any and all liens, pledges, charges or security 	MS
    Servicer Notices




    	 	Exhibit QQ-B-1	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	interests
    of any nature encumbering such CREFI Mortgage Loan. If such notation is not found, it will be a Test pass.	 
	2. Loan Document Status.
    Each related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement
    executed by or on behalf of the related Borrower, guarantor or other obligor in connection with such CREFI Mortgage Loan is the legal,
    valid and binding obligation of the related Borrower, guarantor or other obligor (subject to any non-recourse provisions contained
    in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable,
    and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency,
    fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally
    and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law)
    and (ii) that certain provisions in such Mortgage Loan documents (including, without limitation, provisions requiring the
    payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited
    or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such
    limitations or unenforceability will not render such Mortgage Loan documents invalid as a whole or materially interfere with the
    mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively,
    the “Standard Qualifications”).

    Except as set forth in the immediately
    preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Borrower with
    respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any such
    valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination
    of the CREFI Mortgage Loan, that would deny the mortgagee the principal
	2a	Review
    the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains
    language that the related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and
    other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such CREFI Mortgage
    Loan is the legal, valid and binding obligation of the related Borrower, guarantor or other obligor (subject to any non-recourse
    provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market value limit deficiency
    legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty
    2. If such indication exists, it will be a Test pass.	Mortgagor’s
    Counsel Opinion
	2b	Review
    the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor
    with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including, without limitation, any
    such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination
    of the CREFI Mortgage Loan, that would deny the Mortgagee (as defined in the related CREFI Mortgage Loan Purchase Agreement) the
    principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents. If no such notation is
    found, it will be a Test pass.	MS
    Servicer Notices



 






    	 	Exhibit QQ-B-2	 



     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	benefits
    intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan documents.	 	 	 
	3.
    Mortgage Provisions. The Mortgage Loan documents for each CREFI Mortgage Loan contain provisions that render the rights and
    remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of
    the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject
    to the limitations set forth in the Standard Qualifications.	3	Review
    the Mortgage Loan documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan documents contain provisions
    that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of
    the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial
    foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	4.
    Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage
    File or as otherwise provided in the related Mortgage Loan documents (a)(1) there has been no forbearance, waiver or modification
    of the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID Emergency and (2)
    other than as related to the COVID Emergency, the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related
    Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any
    respect; (b) no related	4a	Review
    the Mortgage Loan Documents and MS Servicer Notices for a notation or other indication of any claim or assertion that, since origination,
    there has been forbearance, waiver or modification of the material terms of the Mortgage Loan which such forbearance, waiver or modification
    relates to the COVID Emergency, except by written instruments set forth in the related Mortgage File or as otherwise provided in
    the related Mortgage Loan Documents. If no such notation or other indication is found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices





 


 



    	 	Exhibit QQ-B-3	 



     


    










	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgaged
    Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes
    with the security intended to be provided by such Mortgage or the use or operation of such Mortgaged Property; and (c) neither the
    related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan.
	

    4b
	

    Review the MS Servicer Notices
    and Mortgage Loan Documents for an indication that, other than as related to the COVID Emergency, the material terms of such documents
    have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect, except by written
    instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such indication
    is found, it will be a Test pass.
	

    MS Servicer Notices; Mortgage
    Loan Documents

	4c	Review the MS
    Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has been
    released from the lien of the related Mortgage through the Closing Date in any manner which materially interferes with the security
    intended to be provided by such Mortgage or the use or operation of such Mortgaged Property except by written instruments set forth
    in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it
    will be a Test pass.	MS Servicer
    Notices; Mortgage Loan Documents
	4d

     
	Review the MS Servicer Notices
    and Mortgage Loan Documents for notation that either the related Mortgagor or the related guarantor has been released from its material
    obligations under the Mortgage Loan, except by written instruments set forth in the related Mortgage File or as otherwise provided
    in the related Mortgage Loan Documents. If no such notation is found, it will be a Test pass.

     
	MS Servicer Notices; Mortgage
    Loan Documents

     

	5. Hospitality Provisions.  The Mortgage Loan documents
    for each	5a	Review the appraisals
    to determine if any of the	Appraisal; mortgage
    file; franchise




    	 	Exhibit QQ-B-4	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	CREFI
    Mortgage Loan that is secured by a hospitality property operated pursuant to a franchise or license agreement includes an executed
    comfort letter or similar agreement signed by the related Mortgagor and franchisor or licensor of such property that, subject to
    the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is enforceable by the Trust
    (or, in the case of a Non-Serviced Mortgage Loan, by the Non-Serviced Securitization Trust) against such franchisor or licensor either
    (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing
    notice of the transfer of the CREFI Mortgage Loan to the Trust (or, in the case of a Non-Serviced Mortgage Loan, by the seller of
    the note which is contributed to the Non-Serviced Securitization Trust or its designee providing notice of the transfer of such note
    to the Non-Serviced Securitization Trust) in accordance with the terms of such executed comfort letter or similar agreement, which
    the Mortgage Loan Seller or its designee (except in the case of a Non-Serviced Mortgage Loan) shall provide, or if neither (A) nor
    (B) is applicable, except in the case of a Non-Serviced Mortgage Loan, the Mortgage Loan Seller or its designee shall apply for,
    on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date. The mortgage or related security agreement
    for each CREFI Mortgage Loan secured by a hospitality property creates a security interest in the revenues of such property for which
    a UCC financing statement has been filed in the appropriate filing office. For the avoidance of doubt, no representation is made
    as to the perfection of any security interest in revenues to the extent that possession or control of such items or actions other
    than the filing of Uniform Commercial Code financing statements is required to effect such perfection.		properties
    are specifically identified as hospitality properties.  If so, review the Mortgage File to determine if there exists a
    franchise or license agreement and executed comfort letter or other similar agreement signed by the related Mortgagor and franchisor
    or licensor that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement,
    is enforceable by the Trust (or, in the case of a Non-Serviced Mortgage Loan, by the Non-Serviced Securitization Trust) against such
    franchisor or licensor, either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or
    its designee’s providing notice of the transfer of the CREFI Mortgage Loan to the Trust (or, in the case of a Non-Serviced
    Mortgage Loan, by the seller of the note which is contributed to the Non-Serviced Securitization Trust or its designee providing
    notice of the transfer of such note to the Non-Serviced Securitization Trust) in accordance with the terms of such executed comfort
    letter or similar agreement, which the Mortgage Loan Seller or its designee (except in the case of a Non-Serviced Mortgage Loan)
    shall provide. If so determined with respect to each part of this Test, it will be a Test pass.	agreement;
    Comfort letter or similar agreement signed by or from such franchisor
	5b	If
    the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for each Mortgaged
    Property to determine if there are provisions related to creating a security interest in the revenues of such property.  Also,
    review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence of filing of any related
    UCC financing statements, related amendments and continuation statements.  If so determined with respect to each part of
    this Test, it will be a Test pass.	UCC
    filings; Appraisal; Mortgage File
	6.
    Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of	6a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any	MS
    Servicer Notices




    	 	Exhibit QQ-B-5	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	Leases,
    Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee) constitutes
    a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced
    Trustee). Each related Mortgage and Assignment of Leases, Rents and Profits is freely assignable without the consent of the related
    Borrower. Each related Mortgage is a legal, valid and enforceable first lien on the related Borrower’s fee or leasehold interest
    in the Mortgaged Property in the principal amount of such CREFI Mortgage Loan or allocated loan amount (subject only to Permitted
    Encumbrances (as defined below) and the exceptions to representation and warranty 7 set forth in Exhibit C of the related CREFI Mortgage
    Loan Purchase Agreement (each such exception, a “Title Exception”)), except as the enforcement thereof may be
    limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions)
    as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded
    mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien
    of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole
    Loan), except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described
    below), and, to the Mortgage Loan Seller’s knowledge and subject to the rights of tenants (as tenants only)(subject to and
    excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance
    that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured
    against by a lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation
    is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control
    of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required
    in order to effect such perfection.		assignment
    of Mortgage or Assignment of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related
    Non-Serviced Trustee) not constituting a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage
    Loan, the related Non-Serviced Trustee), subject to the Standard Qualifications. If such a notation or other indication is not found,
    it will be a Test pass.	
	6b	Review
    the related Mortgage and the Assignment of Leases, Rents and Profits for each property for provisions to the effect that the related
    Mortgage and Assignment of Leases, Rents and Profits is not freely assignable without the consent of the related Borrower. If no
    such provision is found, it will be a Test pass.	Mortgage;
    Assignment of Leases, Rents and Profits
	6c	Review
    the Title Policy (as defined in representation and warranty 7) to determine if the related Mortgage is a first lien on the related
    Borrower’s fee or leasehold) interest in the Mortgaged Property.  Compare the amount of the Title Policy to the principal
    amount of the CREFI Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is
    made, it will be a Test pass.	Title
    Policy; Mortgage; Mortgage Loan Schedule
	6d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s
    liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related
    Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions
    and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a
    Test pass.	Title
    Policy
	 	6e	 Review
    the MS Servicer Notices for a notation or other	MS
    Servicer Notices




    	 	Exhibit QQ-B-6	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		indication
    of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged Property was not
    free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances that would
    be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage
    Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed
    for or insured against by the applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.  	
	6f	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there
    are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
    of the related Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage Loan that is part of a Whole
    Loan), except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the a lender’s
    title insurance policy. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	6g	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal,
    valid and enforceable first lien on the related Mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold), interest
    in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such
    a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	7. Permitted Liens; Title
    Insurance.  Each Mortgaged Property securing a CREFI Mortgage Loan is covered by an American	7a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance	Title
    Policy; Mortgage Loan Documents




    	 	Exhibit QQ-B-7	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	Land
    Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
    jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions
    or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the
    original principal amount of such CREFI Mortgage Loan (or with respect to a CREFI Mortgage Loan secured by multiple properties, an
    amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of
    principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured
    by the Mortgage, the first priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a CREFI Mortgage
    Loan that is part of a Whole Loan), which lien is subject only to (a) the lien of current real property taxes, water charges,
    sewer rents and assessments not yet due and payable; (b) covenants, conditions and restrictions, rights of way, easements and
    other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other
    matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases)
    pertaining to the related Mortgaged Property and condominium declarations; and (f) if the related CREFI Mortgage Loan is cross-collateralized
    and cross-defaulted with another CREFI Mortgage Loan or a Whole Loan or is part of a Whole Loan that is cross-collateralized and
    cross-defaulted with another Whole Loan (each a “Crossed Mortgage Loan”), the lien of the Mortgage for such other
    CREFI Mortgage Loan that is cross-collateralized and cross-defaulted with such Crossed Mortgage Loan or with the Whole Loan of which
    such Crossed Mortgage Loan is a part, provided that none of which items (a) through (f), individually or in the aggregate,
    materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided
    by such Mortgage or the Borrower’s ability to pay its obligations when they become due (collectively, the “Permitted
    Encumbrances”). Except as contemplated by clause (f) of the preceding sentence, none of the Permitted Encumbrances
    are mortgage liens that are senior to or coordinate and co-equal with 		policy
    or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan
    documents to determine if the amount of the policy covers the amount of the CREFI Mortgage Loan, or for multiple properties, an amount
    equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will
    be a Test pass.	
	7b	Review
    the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case
    of a CREFI Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation and
    warranty 7. If so determined, it will be a Test pass.	Title
    Policy
	7c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the
    lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If not
    so determined, it will be a Test pass.	Title
    Policy
	7d	Review
    the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect as
    of the Cut-off Date, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no
    such notation or other indication is found, it will be a Test pass.	Title
    Policy; MS Servicer Notices
	7e	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the CREFI Mortgage
    Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices



 



    	 	Exhibit QQ-B-8	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	the
    lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full
    force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no
    claims have been paid thereunder. Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other
    holder of the CREFI Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title
    Policy.	 	 	 
	8.
    Junior Liens. It being understood that B notes secured by the same Mortgage as a CREFI Mortgage Loan are not subordinate mortgages
    or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Mortgage Loan Seller’s knowledge,
    as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged
    Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens
    (which are the subject of the representation in representation and warranty 6 above), and equipment and other personal property financing).
    Except as set forth in Schedule B-1 to Exhibit B to the Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has no knowledge
    of any mezzanine debt secured directly by interests in the related Borrower.	8a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property as of
    the origination date, except for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.	Title
    Policy
	8b	Review
    the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior mortgage liens
    securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances and the Title Exceptions,
    taxes and assessments, mechanics’ and materialmen’s liens and equipment and other personal property financing. If so
    determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule B-1 to Exhibit B to the related
    CREFI Mortgage Loan Purchase Agreement, the Mortgage Loan Seller had knowledge of any mezzanine debt secured directly by interests
    in the related Borrower or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged
    Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s
    liens If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices; CREFI Mortgage Loan Purchase Agreement




    	 	Exhibit QQ-B-9	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	9.
    Assignment of Leases, Rents and Profits. There exists as part of the related Mortgage File an Assignment of Leases, Rents
    and Profits (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and
    the Title Exceptions (and, in the case of a CREFI Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of
    Leases, Rents and Profits constituting security for the entire Whole Loan), each related Assignment of Leases, Rents and Profits
    creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain
    rights under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and
    to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property,
    except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases,
    Rents and Profits, subject to applicable law, provides that, upon an event of default under the CREFI Mortgage Loan, a receiver is
    permitted to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents
    or for rents to be paid directly to the mortgagee.	9a	Review
    the Mortgage File to determine if an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into
    the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases, Rents and Profits
	9b	Review
    the Title Policy to determine if the Mortgage, or any related Assignment of Leases, Rents and Profits, has been recorded, and creates
    a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights
    under the related lease or leases, subject only to a license granted to the related Borrower to exercise certain rights and to perform
    certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except
    as the enforcement thereof may be limited by the Standard Qualifications and subject to the Permitted Encumbrances and the Title
    Exceptions (and, in the case of a CREFI Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Lease, Rents
    and Profits constituting security for the entire Whole Loan). If so determined with respect to each part of this Test, it will be
    a Test pass.	Title
    Policy; Mortgage; Assignment of Leases, Rents and Profits
	9c	Review
    the Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage) to determine
    if the related Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an event of default under
    the CREFI Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter
    into possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or for
    rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	Assignment
    of Leases, Rents and Profits; Mortgage
	10. UCC Filings.  If
    the related Mortgaged Property is operated as	10	If
    the related Mortgaged Property is operated as a	MS
    Servicer Notices




    	 	Exhibit QQ-B-10	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	a
hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or
recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing
and/or recording offices necessary at the time of the origination of the CREFI Mortgage Loan to perfect a valid security interest in
all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Borrower and located on
the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security
interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other
personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by
recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates
a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection
of any security interest in rents or other personal property to the extent that possession or control of such items or actions other
than the filing of UCC financing statements are required in order to effect such perfection.		 hospitality property, review the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.	
	
    11. Condition of Property. The Mortgage Loan Seller or the
    originator of the CREFI Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination
    of the CREFI Mortgage Loan and within twelve months of the Cut-off Date.

    An engineering report or property condition assessment was prepared
    in connection with the origination of each CREFI Mortgage Loan no more than twelve months prior to the Cut-off Date. To the Mortgage Loan
    Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage
    loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) any damage
    or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred 
	11a	Review the engineering report or property condition assessment in the Mortgage File to determine if the related Mortgage Property was inspected within six months of the origination date and within twelve months of the Cut-off Date. If so determined, it will be a Test pass.	Engineering report; Property condition assessment
	11b	Review the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve months prior to the Cut-off Date.  Review the engineering report or property condition assessment to confirm that each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering report; Property condition assessment







    	 	Exhibit QQ-B-11	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	maintenance
    for which escrows were established at origination and (iii) any damage fully covered by insurance) that would affect materially and
    adversely the use or value of such Mortgaged Property as security for the CREFI Mortgage Loan.	 11c	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical
    condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use
    of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed
    in sub-clauses (i), (ii) and (iii) of this representation and warranty 11. If such a notation or other indication is not found, it
    will be a Test pass.	MS
    Servicer Notices
	12.
    Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without
    limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would
    be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect
    of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such
    payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real
    estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered
    delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on
    which enforcement action is entitled to be taken by the related taxing authority.	12	Review
    the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding governmental
    charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related
    Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have
    come delinquent in respect of the Mortgaged Property (per the terms within representation and warranty 12) have not been paid, or
    an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties,
    if any, thereon. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	13. Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.	13	Review the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial condemnation of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Cut-off Date and as of the origination date of any such proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged 	MS Servicer Notices







    	 	Exhibit QQ-B-12	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Property.
    If such a notation or other indication is not found, it will be a Test pass.	 
	14.
    Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the
    Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Borrower,
    guarantor, or Borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially
    and adversely affect (a) such Borrower’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage,
    (c) such Borrower’s ability to perform under the related CREFI Mortgage Loan, (d) such guarantor’s ability to perform
    under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents
    or (f) the current principal use of the Mortgaged Property.	14a	Review
    the Mortgage Loan documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed
    action, suit or proceeding, arbitration or governmental investigation involving any Borrower, guarantor, or Borrower’s interest
    in the Mortgaged Property that existed on the origination date (and with respect to the Mortgage Loan Seller’s knowledge, as
    of the Cut-off Date). If such an indication is not found, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices
	14b	Review
    the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration
    or governmental investigation involving any Borrower, guarantor, or Mortgaged Property would reasonably be expected to adversely
    affect the matters set forth in clauses (a)-(f) of representation and warranty 14. If any such adverse outcome would not reasonably
    be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 14, it will be a Test pass.	MS
    Servicer Notices
	15.
    Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each CREFI Mortgage Loan
    are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject
    to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are
    required to be escrowed with lender under the related Mortgage Loan documents are being conveyed by the Mortgage Loan Seller to Purchaser
    or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced Master
    Servicer).	15a	Review
    the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed with the lender
    pursuant to each CREFI Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is
    not found, it will be a Test pass.	MS
    Servicer Notices
	15b	Review
    the MS Servicer Notices to determine if all escrows and deposits required pursuant to the CREFI Mortgage Loan have been conveyed
    by the Mortgage Loan Seller to the Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related
    Non-Serviced Depositor or Non-Serviced 	MS
    Servicer Notices



 






    	 	Exhibit QQ-B-13	 



     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	Master
    Servicer). If so determined, it will be a Test pass.	 
	16.
    No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the CREFI Mortgage Loan set forth on the mortgage loan
    schedule attached as Exhibit A to the Mortgage Loan Purchase Agreement has been fully disbursed as of the Closing Date
    and there is no requirement for future advances thereunder (except in those cases where the full amount of the CREFI Mortgage Loan
    has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions
    relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Borrower or other considerations
    determined by Mortgage Loan Seller to merit such holdback).	16a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount
    of the CREFI Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	16b	Review
    the Mortgage Loan documents to determine if there is no requirement for future advances by the Mortgagee (except in those cases where
    the full amount of the CREFI Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending
    the satisfaction of certain conditions relating to leasing, repairs, or other matters with respect to the related Mortgaged Property,
    the Borrower or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be
    a Test pass.	Mortgage
    Loan Documents
	17. Insurance.
    Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy
    providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents
    and having a claims-paying or financial strength rating meeting the Insurance Ratings Requirements (as defined below) in an amount
    (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the CREFI Mortgage Loan and
    (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned
    by the Borrower and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less
    than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with
    respect to the related Mortgaged Property.	17a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy
    providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents
    and the Insurance Rating Requirements (as defined in representation and warranty 17), in an amount (subject to customary deductibles)
    not less than the lesser of (1) the original principal balance of the CREFI Mortgage Loan and (2) the full insurable value on a replacement
    cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and included in the Mortgaged
    Property (with no deduction for physical	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    	 	Exhibit QQ-B-14	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	
    “Insurance Ratings Requirements” means either (i)
a claims paying or financial strength rating of any of the following; (a) at least “A-:VIII” from A.M. Best Company, (b)
at least “A3” (or the equivalent) from Moody’s Investors Service, Inc. or (c) at least “A-” from S&P
Global Ratings or (ii) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance
provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is
provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 40% of
the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P
Global Ratings or at least “Baa3” by Moody’s Investors Service, Inc., and (ii) if such syndicate consists of 4 or fewer
members, at least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition
of such term) and up to 25% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least
“BBB-” by S&P Global Ratings or at least “Baa3” by Moody’s Investors Service, Inc.

    Each related Mortgaged Property is also covered, and required to
    be covered pursuant to the related Mortgage Loan documents, by business interruption or rental loss insurance which (subject to a customary
    deductible) covers a period of not less than 12 months (or with respect to each CREFI Mortgage Loan on a single asset with a principal
    balance of $50 million or more, 18 months).

    If any material part of the improvements, exclusive of a parking
    lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having
    special flood hazards, the related Borrower is required to maintain insurance in the maximum amount available under the National Flood
    Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage Loan Seller originating
    mortgage loans for securitization.

    
		 depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	
	17b	Review the Mortgage Loan documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17c	Review the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a CREFI Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17d	Review the Mortgage Loan documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	17e	Review the Mortgage Loan documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains insurance in the maximum amount available under the National Flood Insurance Program plus such additional excess flood coverage in an amount as is 	Mortgage Loan Documents; Survey; Insurance Summary Report










    	 	Exhibit QQ-B-15	 



     


    










	Representations
    and Warranties	 	Test	Review
    Materials
	If
                                            the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the
                                            Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related Borrower
                                            is required to maintain coverage for windstorm and/or windstorm related perils and/or “named
                                            storms” issued by an insurer meeting the Insurance Rating Requirements or endorsement
                                            covering damage from windstorm and/or windstorm related perils and/or named storms, in an
                                            amount not less than the lesser of (1) the original principal balance of the Mortgage Loan
                                            and (2) 100% of the full insurable value on a replacement cost basis of the improvements
                                            and personalty and fixtures owned by the Borrower and included in the related Mortgaged Property
                                            by an insurer meeting the Insurance Rating Requirements.


The Mortgaged Property is covered,
and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued
by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury
(including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization,
and in any event not less than $1 million per occurrence and $2 million in the aggregate.


An architectural or engineering consultant
has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and
seismic condition of such property, for the sole purpose of assessing either the scenario expected limit (“SEL”) or
the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the
SEL or PML, as applicable, was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
If the resulting report concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the
improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII” by A.M.
Best Company or “A3” (or
the equivalent) from Moody’s Investors Service, Inc. or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or
	 	generally
    required by the Mortgage Loan Seller originating mortgage loans for securitization. If so determined, it will be a Test pass.	 
	17f	If
    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South
    Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm
    related perils and/or “named storms” or endorsement covering damage from windstorm and/or windstorm related perils and/or
    named storms in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100% of the
    full insurable value on a replacement cost basis of the improvements, and personalty and fixtures owned by the Mortgagor and included
    in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each
    part of this Test, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review
    the insurance policies and/or certificates of insurance) and Mortgage Loan documents to determine if the Mortgage Property is covered,
    and required to be covered pursuant to the related Mortgage Loan documents, by a commercial general liability insurance policy issued
    by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury
    (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization,
    and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents
	17h	Review
    the property condition assessment to determine 	Property
    condition assessment; Seismic 






 



    	 	Exhibit QQ-B-16	 



     


    










	Representations
    and Warranties	 	Test	Review
    Materials
	“A-”
                                            by S&P Global Ratings in an amount not less than 100% of the SEL or PML, as applicable.


The Mortgage Loan documents require
insurance proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related
Mortgaged Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related CREFI
Mortgage Loan (or Whole Loan, if applicable), the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds
as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such CREFI Mortgage Loan (or Whole
Loan, if applicable) together with any accrued interest thereon.




All premiums on all insurance policies referred
to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the CREFI
Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability
insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee (or, in the case of
a CREFI Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). Each related CREFI Mortgage Loan obligates
the related Borrower to maintain or cause to be maintained all such insurance and, at such Borrower’s failure to do so, authorizes
the lender to maintain such insurance at the Borrower’s cost and expense and to charge such Borrower for related premiums. All
such insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination
or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation
(or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of
a premium and no such notice has been received by the Mortgage Loan Seller.

	 	if
    the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering study to determine if it has
    been performed by an architectural or engineering consultant for the sole purpose of assessing either the scenario expected limit
    (“SEL”) or the probable maximum loss (“PML”) for the Mortgaged Property in the event of an
    earthquake and based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance. If so determined,
    it will be a Test pass.	engineering
    study 
	17i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement
    costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so
    determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent)
    from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance amount should be not less
    than 100% of the SEL or the PML, as applicable. If so determined with respect to each part of the Test, it will be a Test pass.	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or
    certificates of insurance)
	17j	Review
    the Mortgage Loan documents for provisions requiring that insurance proceeds in respect of a property loss be applied either (a)
    to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5%
    of the then-outstanding principal amount of the CREFI Mortgage Loan, the lender (or a trustee appointed by it) having the right to
    hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance
    of such CREFI Mortgage Loan or Whole Loan, as applicable, together with any accrued interest thereon. 	Mortgage
    Loan Documents









    	 	Exhibit QQ-B-17	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	 		If
    such provisions are found, it will be a Test pass.	
	17k	Review
    the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a
    notation or other indication is found, it will be a Test pass.	MS
    Servicer Notices
	17l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if the insurance policies name the lender under any CREFI Mortgage Loan and its successors
    and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named
    or additional insured. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in the case of a CREFI Mortgage
    Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17n	Review
    the Mortgage Loan documents to determine if any CREFI Mortgage Loan obligates the Mortgagor to maintain or cause to be maintained
    all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s
    cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	 	17o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require at least 10
    days’	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    	 	Exhibit QQ-B-18	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		prior
    notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior
    notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable
    law) arising for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.	
	17p	Review
    the MS Servicer Notices for a notation or other indication that any notice described in Test 17(o) may have been received by the
    Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	18.
    Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct
    legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from
    a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all
    required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate
    tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the
    related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable
    governing authority for creation of separate tax lots, in which case the CREFI Mortgage Loan requires the Borrower to escrow an amount
    sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.	18a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA
    to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has
    access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined,
    it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	18b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA
    to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well
    and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property. If so determined,
    it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	18c	Review
    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include
    any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy
    insuring the Mortgaged Property, or in certain cases, an	Title
    Policy; Survey; Mortgage Loan Documents




    	 	Exhibit QQ-B-19	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		application
    has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case any CREFI Mortgage
    Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property
    is a part until the separate tax lots are created. If so determined, it will be a Test pass.	
	19.
    No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination
    and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with
    escrow instructions or a “marked up” commitment) obtained in connection with the origination of each CREFI Mortgage Loan,
    all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property
    at the time of the origination of such CREFI Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments
    that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements
    were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged Property except for
    encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance
    or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except for encroachments the removal
    of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or
    endorsements obtained with respect to the Title Policy.	19a	Review
    the survey, Title Policy and Appraisal to determine if all material improvements that were included for the purpose of determining
    the appraised value of the Mortgaged Property at the time of the origination of such CREFI Mortgage Loan are within the boundaries
    of the related Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current use
    of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If so determined, it will
    be a Test pass.	Survey;
    Title Policy; Appraisal
	19b	Review
    the survey, and Title Policy and Appraisal to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged
    Property that materially and adversely affect the value and current use of such Mortgage Property and for which insurance or endorsements
    were obtained under the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy; Appraisal
	19c	Review
    the survey, Title Policy and Appraisal to determine if there exist material improvements that encroach upon any easements except
    for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property
    or for which insurance or endorsements obtained with respect to the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy; Appraisal
	20. No Contingent Interest or Equity Participation. No CREFI Mortgage Loan has a shared
    appreciation feature, any	20	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest	Mortgage
    Loan Documents




    	 	Exhibit QQ-B-20	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	other
contingent interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of
interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.		 feature, any negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of this Test, it will be a Test pass.	
	21.
REMIC. The CREFI Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(but determined
without regard to the rule in the U.S. Department of Treasury Regulations (the “Treasury Regulations”) Section 1.860G-2(f)(2)
that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the CREFI Mortgage Loan
to the related Mortgagor at origination did not exceed the non-contingent principal amount of the CREFI Mortgage Loan and (B) either:
(a) such CREFI Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding
personal property) having a fair market value (i) at the date the CREFI Mortgage Loan (or related Whole Loan) was originated at least
equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date
at least equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or related Whole Loan) on such date, provided that
for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real
property interest that is senior to the CREFI Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the CREFI
Mortgage Loan; or (b) substantially all of the proceeds of such CREFI Mortgage Loan were used to acquire, improve or protect the
real property which served as the only security for such CREFI Mortgage Loan (other than a recourse feature or other third-party credit
enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations). If the CREFI Mortgage Loan was “significantly
modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified
as a result of the default or reasonably 	21a	Review the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the non-contingent principal amount of the CREFI Mortgage Loan. If so determined, it will be a Test pass.	Origination settlement statement; CREFI Mortgage Loan
	21b	Review the most recent appraisal and Mortgage Loan documents to determine if  (a) the CREFI Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the CREFI Mortgage Loan was originated at least equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the CREFI Mortgage Loan (or related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the CREFI Mortgage Loan and (B) a proportionate amount of any lien that is in parity with such CREFI Mortgage Loan or (b) substantially all of the proceeds of such CREFI Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such CREFI Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	Appraisal; Mortgage Loan Documents







    	 	Exhibit QQ-B-21	 



     


    









	Representations
    and Warranties	 	Test	Review
    Materials
	foreseeable
    default of such CREFI Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the
    date of the last such modification for the date the CREFI Mortgage Loan was originated) or sub-clause (B)(a)(ii), including
    the proviso thereto. For purposes of the preceding sentence, a CREFI Mortgage Loan will not be considered “significantly modified”
    solely by reason of the borrower having been granted a COVID-19 related forbearance provided that: (a) such CREFI Mortgage Loan forbearance
    is covered by Revenue Procedure 2020-26 (extended by Revenue Procedure 2021-12) by reason of satisfying the requirements for such
    coverage stated in Section 5.02(2) of Revenue Procedure 2020-26 (extended by Revenue Procedure 2021-12); and (b) CREFI identifies
    such CREFI Mortgage Loan and provides (x) the date on which such forbearance was granted, (y) the length in months of the forbearance,
    and (z) how the payments in forbearance will be paid (that is, by extension of maturity, change of amortization schedule, etc.).
    Any prepayment premium and yield maintenance charges applicable to the CREFI Mortgage Loan constitute “customary prepayment
    penalties” within the meaning of Section 1.860G-1(b)(2) of the Treasury Regulations. All terms used in this paragraph shall
    have the same meanings as set forth in the related Treasury Regulations.	21c	Review
    the MS Servicer Notices for an indication or other notation that the CREFI Mortgage Loan was modified prior to the Closing Date,
    and if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified
    as a result of the default or reasonably foreseeable default of such CREFI Mortgage Loan or (y) satisfies the provisions of either
    sub-clause (B)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such modification for
    the date any CREFI Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 21, including
    the proviso thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	MS
    Servicer Notices
	21d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums and
    Yield Maintenance Charges applicable to any CREFI Mortgage Loan do not constitute “customary prepayment penalties”. If
    such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	22.
    Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge,
    or prepayment premiums) of such CREFI Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state
    or federal laws, regulations and other requirements pertaining to usury.	22a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the CREFI Mortgage
    Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	22b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
    pertaining to the origination of such CREFI Mortgage Loan, including but not limited to, usury and any and all other material requirements
    of any federal, state or local law have not been complied with. If such a notation or other	MS
    Servicer Notices




    	 	Exhibit QQ-B-22	 



     


    






	Representations
    and Warranties	 	Test	Review
    Materials
	 		indication
    is not found, it will be a Test pass.	
	22c	Review
    the Mortgage Loan documents to determine if they provide that the CREFI Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	23.
    Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the
    date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the
    jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely
    affect the enforceability of such CREFI Mortgage Loan by the Trust.	23	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the Cut-off Date or as of the date
    that the Mortgage Loan Seller or the date that such other entity held the Mortgage note, each such holder of the Mortgage Note was
    not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation
    or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability
    of such CREFI Mortgage Loan by the Trust. If so determined, it will be a Test pass.	MS
    Servicer Notices
	24.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to
    the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such,
    currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law
    or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.	24a	Review
    the Mortgage Loan documents to determine if a trustee is named in the deed of trust or has been substituted in accordance with the
    Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law or may be substituted in accordance
    with the Mortgage and applicable law by the related mortgagee.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	 	24b	Review
    the MS Servicer Notices for any indication that the Mortgage Loan Seller as of the Closing Date had knowledge that the appointed
    Trustee was not qualified under applicable law to serve as such, 	 
	25.
    Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities,
    a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or	25a	Review
    the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances, building
    codes and land laws (collectively “Zoning Regulations”) with respect	Zoning
    Report; Title Policy




    	 	Exhibit QQ-B-23	 



     


    






	Representations
    and Warranties	 	Test	Review
    Materials
	other
    affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar
    commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, with respect
    to the improvements located on or forming part of each Mortgaged Property securing a CREFI Mortgage Loan as of the date of origination
    of such CREFI Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building
    codes and land laws (collectively “Zoning Regulations”) other than those which (i) constitute a legal non-conforming
    use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the
    use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain
    the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged
    Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage
    in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional
    costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the
    CREFI Mortgage Loan. The terms of the Mortgage Loan documents require the Borrower to comply in all material respects with all applicable
    governmental regulations, zoning and building laws.		to
    the improvements located on or forming part of each Mortgaged Property securing a CREFI Mortgage Loan as of the date of origination
    of such CREFI Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) constitute
    a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary
    to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary
    to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation
    of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance
    insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides
    coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material
    adverse effect on the CREFI Mortgage Loan. If such indication is found, it will be a Test pass.	
	25b	Review
    the Mortgage Loan documents for provisions that require the Borrower to comply in all material respects with all applicable governmental
    regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	 	25c	Review
    the MS Servicer Notices to determine if the Mortgage Loan Seller had knowledge of a material violation of Zoning Regulations as outlined
    in test 25a above. If no indication is found, it will be a Test pass. 	MS
    Servicer Notices
	26.
    Licenses and Permits. Each Borrower covenants in the Mortgage Loan documents that it shall keep all material licenses, permits
    and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to
    the Mortgage Loan Seller’s knowledge based upon a letter	26a	Review
    the Mortgage Loan documents to determine if the Borrower has covenanted to keep all material licenses, permits and applicable governmental
    authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so	Mortgage
    Loan Documents




    	 	Exhibit QQ-B-24	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	from
    any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent
    with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured
    housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations
    are in effect. The CREFI Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction in which
    the related Mortgaged Property is located.		determined,
    it will be a Test pass.	
	26b	Review
    the Mortgage Loan documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge
    that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary for the operation
    of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	26c	Review
    the Mortgage Loan documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction in
    which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	27.
    Recourse Obligations. The Mortgage Loan documents for each CREFI Mortgage Loan provide that (a) the related Borrower and at
    least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts
    of the related Borrower and/or its principals specified in the related Mortgage Loan documents, which acts generally include the
    following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents (if after
    an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii)  intentional material physical
    waste of the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged
    Property to prevent such waste), and (iv) any breach of the environmental covenants contained in the related Mortgage Loan documents,
    and (b) the CREFI Mortgage Loan shall become full recourse to the related Borrower and at least one individual or entity, if the
    related Borrower files a voluntary petition under federal or state bankruptcy or insolvency law.	27a	Review
    the Mortgage Loan documents for each CREFI Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of the representation
    and warranty 27. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.
    Mortgage Releases. The terms of the related Mortgage or related Mortgage Loan documents do not provide for release of any
    material portion of the Mortgaged Property from the lien of	28a	Review
    the Mortgage Loan documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only
    conditions under	Mortgage
    Loan Documents




    	 	Exhibit QQ-B-25	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	
    the Mortgage except (a) a partial release, accompanied by principal
repayment, or partial Defeasance (as defined in representation and warranty 33), of not less than a specified percentage at least equal
to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding
principal balance of the CREFI Mortgage Loan, (b) upon payment in full of such CREFI Mortgage Loan, (c) upon a Defeasance (as defined
in representation and warranty 33), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which
will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material
value in the appraisal obtained at the origination of the CREFI Mortgage Loan and are not necessary for physical access to the Mortgaged
Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation or taking by a State or any
political subdivision or authority thereof. With respect to any partial release under the preceding clauses (a) or (d),
either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject CREFI
Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject CREFI Mortgage
Loan to fail to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee or servicer
can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Borrower’s delivery
of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause
(x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on
the real property that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in
parity with the CREFI Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the CREFI Mortgage Loan
(or Whole Loan, as applicable) outstanding after the release, the Borrower is required to make a payment of principal in an amount not
less than the amount required by the REMIC Provisions.

    
		 which a property may be released during the life of the CREFI Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.	
	28b	Review the Mortgage Loan documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject CREFI Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject CREFI Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related Mortgage Loan documents, condition such release of collateral on the related Borrower’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the CREFI Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the CREFI Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the Borrower is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	28c	Review the Mortgage Loan documents for provisions stating that in the case of any CREFI Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or 	Mortgage Loan Documents










    	 	Exhibit QQ-B-26	 



     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	In
                                            the case of any CREFI Mortgage Loan, in the event of a condemnation or taking of any portion
                                            of a Mortgaged Property by a State or any political subdivision or authority thereof, whether
                                            by legal proceeding or by agreement, the Borrower can be required to pay down the principal
                                            balance of the CREFI Mortgage Loan in an amount not less than the amount required by the
                                            REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied
                                            to the restoration of the Mortgaged Property or released to the Borrower, if, immediately
                                            after the release of such portion of the Mortgaged Property from the lien of the Mortgage
                                            (but taking into account the planned restoration) the fair market value of the real property
                                            constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the
                                            real property that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of
                                            any lien on the real property that is in parity with the CREFI Mortgage Loan) is not equal
                                            to at least 80% of the remaining principal balance of the CREFI Mortgage Loan (or Whole Loan,
                                            as applicable).


No CREFI Mortgage Loan that is secured
by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related
Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio
and other requirements of the REMIC Provisions.
	 	authority
    thereof, whether by legal proceeding or by agreement, the Borrower can be required to pay down the principal balance of the CREFI
    Mortgage Loan or Whole Loans, as applicable, in an amount not less than the amount required by the REMIC Provisions and, to such
    extent, condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property or released to the Borrower,
    if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account
    the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1)
    the amount of any lien on the real property that is senior to the CREFI Mortgage Loan and (2) a proportionate amount of any lien
    on the real property that is in parity with the CREFI Mortgage Loan) is not equal to at least 80% of the remaining principal balance
    of the CREFI Mortgage Loan or Whole Loan, as applicable. If such provisions are found, it will be a Test pass.	 
	 	28d	Review
    the Mortgage Loan documents for provisions stating that no CREFI Mortgage Loan that is secured by more than one Mortgaged Property
    or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion
    thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of
    the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	29.
    Financial Reporting and Rent Rolls. Each CREFI Mortgage Loan requires the Borrower to provide the owner or holder of the Mortgage
    with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant
    properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual 	29a	Review
    the Mortgage Loan documents for provisions that require the Borrower to provide the owner or holder of the Mortgage with quarterly
    (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents




    	 	Exhibit QQ-B-27	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	financial
    statements.	29b	Review
    the Mortgage Loan documents for provisions that require the Borrower to provide the owner or holder of the CREFI Mortgage Loan with
    quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place
    base rent and annual financial statements. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	30.
    Acts of Terrorism Exclusion. With respect to each CREFI Mortgage Loan over $20 million, the related special-form all-risk
    insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically
    exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program
    Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively referred to as “TRIA”),
    from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other
    CREFI Mortgage Loan, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting
    the Insurance Rating Requirements) did not, as of the date of origination of the CREFI Mortgage Loan, and, to the Mortgage Loan Seller’s
    knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such
    coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each CREFI Mortgage Loan, the related
    Mortgage Loan documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined
    in TRIA, or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability
    on commercially reasonable terms, or as otherwise indicated on Exhibit C to the related CREFI Mortgage Loan Purchase Agreement; provided,
    however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance
    is commercially available, the Borrower under each CREFI Mortgage Loan is required to carry terrorism insurance, 	30a	Review
    the Mortgage Loan documents to determine if the original principal balance was greater than $20 million. If so, review the insurance
    coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued
    by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they
    do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found,
    it will be a Test pass.	Mortgage
    Loan Documents; Insurance coverage review document 
	30b	Review
    the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption
    policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was
    not covered by a separate terrorism insurance policy.  If not so determined, it will be a Test pass.	Mortgage
    Loan Documents; Insurance Policy
	30c	Review
    the Mortgage Loan documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts
    of Terrorism, as defined in TRIA (as defined in representation and warranty 30), or damages related thereto, except to the extent
    that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise
    indicated on Exhibit C to the applicable CREFI Mortgage Loan Purchase 	Mortgage
    Loan Documents




    	 	Exhibit QQ-B-28	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	but
    in such event the Borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance
    premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage
    Loan documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental
    loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Borrower is required to purchase the
    maximum amount of terrorism insurance available with funds equal to such amount.	 	Agreement,
    provided, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially
    available, the Borrower under each CREFI Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower shall
    not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable
    in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan documents (without
    giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance)
    at such time, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount
    of terrorism insurance available with funds equal to such amount. If such provisions are not found, it will be a Test pass.	 
	31.
    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each CREFI Mortgage Loan contains a “due
    on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such CREFI Mortgage
    Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or
    complying with the requirements of the related Mortgage Loan documents (which provide for transfers without the consent of the lender
    which are customarily acceptable to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged
    Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced
    with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents),
    (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Borrower, is directly or indirectly
    pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal
    incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of 	31a	Review
    the Mortgage Loan documents for “due on sale” or other such provisions for the acceleration of the payment of the unpaid
    principal balance of such CREFI Mortgage Loan in the circumstances described in the first sentence of representation and warranty
    31. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	31b	Review
    the Mortgage Loan documents for provisions that require that if Rating Agency fees are incurred in connection with the review of
    and consent to any transfer or encumbrance, the Borrower is responsible for such payment along with all other reasonable fees and
    expenses incurred by the lender relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents




    	 	Exhibit QQ-B-29	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	less
    than, or other than, a controlling interest in the related Borrower, (iv) transfers to another holder of direct or indirect equity
    in the Borrower, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified
    in the related Mortgage Loan documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly
    traded companies, (vi) a substitution or release of collateral within the parameters of representation and warranty 28 and 33 or
    the exceptions thereto set forth in Exhibit C of the related CREFI Mortgage Loan Purchase Agreement, or (vii) by reason of any mezzanine
    debt that existed at the origination of the related Mortgage Loan as set forth on Schedule B-2 to Exhibit B of the related CREFI
    Mortgage Loan Purchase Agreement, or future permitted mezzanine debt in each case as set forth on Schedule B-2 to Exhibit B of the
    related CREFI Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security
    interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at origination
    and is permitted under the related Mortgage Loan documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan
    as set forth on Schedule B-3 to Exhibit B of the related CREFI Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The
    Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review
    of and consent to any transfer or encumbrance, the Borrower is responsible for such payment along with all other reasonable fees
    and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	32.
    Single-Purpose Entity. Each CREFI Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at least as long as
    the CREFI Mortgage Loan is outstanding. Both the Mortgage Loan documents and the organizational documents of the Borrower with respect
    to each CREFI Mortgage Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that the Borrower is a Single-Purpose
    Entity, and each CREFI Mortgage Loan with a Cut-off Date Stated Principal Balance of 	32a	Review
    the Mortgage Loan documents for provisions that require that the Borrower to be a Single-Purpose Entity (as defined in representation
    and warranty 32) for at least as long as any CREFI Mortgage Loan is outstanding. If such provisions are found, it will be a Test
    pass.	Mortgage
    Loan Documents
	32b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the CREFI Mortgage Loan. If the 	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s 




    	 	Exhibit QQ-B-30	 



     


    


 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	$20
    million or more has a counsel’s opinion regarding non-consolidation of the Borrower. For this purpose, a “Single-Purpose
    Entity” shall mean an entity, other than an individual, whose organizational documents (or if the CREFI Mortgage Loan has
    a Cut-off Date Stated Principal Balance equal to $5 million or less, its organizational documents or the related Mortgage Loan documents)
    provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of
    the Mortgaged Properties securing the CREFI Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged
    Property or Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan
    documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation
    of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related
    Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other
    than a Borrower for a Crossed Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person
    or entity.	 	CREFI
    Mortgage Loan had a Cut-off Stated Principal Date Balance in excess of $5 million, review the related Mortgage Loan documents and
    the Borrower’s organizational documents for provisions that require the Borrower to be a Single-Purpose Entity and that the
    Mortgagor’s organizational documents are consistent with the requirement. If so determined, it will be a Test pass.	organizational
    documents
	32c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the CREFI Mortgage Loan. If the CREFI Mortgage Loan had a Cut-off Stated
    Principal Date Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the
    Mortgagor. If such an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	33.
    Defeasance. With respect to any CREFI Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”),
    (i) the Mortgage Loan documents provide for Defeasance as a unilateral right of the Borrower, subject to satisfaction of conditions
    specified in the Mortgage Loan documents; (ii) the CREFI Mortgage Loan cannot be defeased within two years after the Closing Date;
    (iii) the Borrower is permitted to pledge only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii)
    of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled
    payments under the CREFI Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or
    after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium) or, if the
    CREFI Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or	33	Review
    the Mortgage Loan documents for provisions allowing the CREFI Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
    documents contain the provisions described in clauses (i) through (vii) of representation and warranty 33. If such provisions are
    found, it will be a Test pass.	Mortgage
    Loan Documents







    	 	Exhibit QQ-B-31	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	after
    the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium), and if the CREFI
    Mortgage Loan permits partial releases of real property in connection with partial Defeasance, the revenues from the collateral will
    be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal
    to the lesser of (a) 110% of the allocated loan amount for the real property to be released and (b) the outstanding principal
    balance of the CREFI Mortgage Loan; (iv) the Borrower is required to provide a certification from an independent certified public
    accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii)
    above; (v) if the Borrower would continue to own assets in addition to the Defeasance collateral, the portion of the CREFI Mortgage
    Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such assumption) by a Single-Purpose
    Entity; (vi) the Borrower is required to provide an opinion of counsel that the mortgagee has a perfected security interest in such
    collateral prior to any other claim or interest; and (vii) the Borrower is required to pay all rating agency fees associated with
    Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with Defeasance,
    including, but not limited to, accountant’s fees and opinions of counsel.			
	34.
    Fixed Interest Rates. Each CREFI Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of
    such CREFI Mortgage Loan, except in the case of any ARD Loan and situations where default interest is imposed.	34	Review
    the Mortgage Loan documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such
    CREFI Mortgage Loan, except in the case of any ARD Loans and situations where default interest is imposed. If such an indication
    is found, it will be a Test pass.	Mortgage
    Loan Documents
	35.
    Ground Leases. For purposes of the Mortgage Loan Purchase Agreement, a “Ground Lease” shall mean a lease
    creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire
    interest in the land, or with respect to air rights leases, the air, and buildings and other improvements, if any, comprising the
    premises demised under such lease to the ground lessee (who may, in certain	35a	Review
    the appraisal to determine if the CREFI Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35),
    in whole or in part. If so, review the Title Policy and Mortgage Loan documents for an indication that the related Mortgage does
    not also encumber the lessor’s fee interest in the Mortgaged Property. If such an	Appraisal;
    Title Policy; Mortgage Loan Documents









    	 	Exhibit QQ-B-32	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	
    circumstances, own the building and improvements on the land),
subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar
leases for purposes of conferring a tax abatement or other benefit.

    With respect to any CREFI Mortgage Loan where the CREFI Mortgage
    Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related
    lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received
    from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage Loan Seller represents and warrants
    that:

    (a)   The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted
for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement
received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the
use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the
security provided by the related Mortgage;

    (b)   The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File
(or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and
lessee, without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination
of the CREFI Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File;

    (c)   The
Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be
exercised, and will be enforceable, by 
		 indication exists, proceed to Tests 35b through 35q.	
	35b	Review the Title Policy and Mortgage Loan documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	35c	Review the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.	Ground Lease; estoppel or other agreement received from ground lessor
	35d	Review the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified or canceled or terminated without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination of the CREFI Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File. Review the MS Servicer Notices for an indication of such consent granted by the Mortgage Loan Seller since the origination of the CREFI Mortgage Loan except as reflected in any instruments including in the related Mortgage File. If such a provision is found and no indication is found, it will be a Test pass.	Ground Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor
	35e	Review the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated 	Ground Lease; estoppel or other agreement received from ground lessor







    	 	Exhibit QQ-B-33	 



     


    




 


	Representations
    and Warranties	 	Test	Review
    Materials
	either
                                            Borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity
                                            of the related CREFI Mortgage Loan, or 10 years past the stated maturity if such CREFI
                                            Mortgage Loan fully amortizes by the stated maturity (or with respect to a CREFI Mortgage
                                            Loan that accrues on an actual 360 basis, substantially amortizes);


(d)   The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except
for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance
and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;


(e)    The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
to the holder of the CREFI Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event
it is so assigned, it is further assignable by the holder of the CREFI Mortgage Loan and its successors and assigns without the consent
of the lessor;


(f)    The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease.
To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the
passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan
Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;


(g)   The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of
any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the
lender;



	 	maturity
    of the related CREFI Mortgage Loan, or ten years past the stated maturity if such CREFI Mortgage Loan fully amortizes by the stated
    maturity (or with respect to a CREFI Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication
    is found, it will be a Test pass.	 
	35f	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior to, or
    of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or
    (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest
    in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	Title
    Policy; SNDA
	35g	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease does
    not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder
    of the CREFI Mortgage Loan and its successors and assigns without the consent of the lessor thereunder. If such indication is found,
    it will be a Test pass.	Ground
    Lease; estoppel
	35h	Review
    the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the CREFI Mortgage
    Loan and its successors and assigns without the consent of the lessor. If such indication is found, it will be a Test pass.	Ground
    Lease 
	35i	Review
    the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice
    of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices










    	 	Exhibit QQ-B-34	 



     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	(h)   A
lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee
under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s
receipt of notice of any default before the lessor may terminate the Ground Lease;


(i)    The
Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller
in connection with loans originated for securitization;


(j)     Under
the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together),
any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de
minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k)
below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
proceeds are in excess of the threshold amount specified in the related Mortgage Loan documents) the lender or a trustee appointed by
it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal
balance of the CREFI Mortgage Loan, together with any accrued interest;


(k)   
In the case of a total or substantially total taking or loss, under the terms of the Ground Lease,
an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation
award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged
Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the CREFI
Mortgage Loan, together with any 
	35j	Review
    the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground
    Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such
    Ground Lease. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	35k	Review
    the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force
    and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	35l	Review
    the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give to
    the lender written notice of any default, and provide that no notice of default or termination is effective against the lender unless
    such notice is given to the lender. If such provisions are found, it will be a Test pass.	Ground
    Lease; ancillary agreement
	35m	Review
    the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where necessary,
    sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default
    under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate
    the Ground Lease. If such provisions are found, it will be a Test pass.	Ground
    Lease and Related Documents
	35n	Review
    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans originated
    for securitization. If no such provisions are found, it will be a Test pass.	Ground
    Lease



 



    	 	Exhibit QQ-B-35	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	accrued
interest; and


(l)     Provided
that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with
lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

	35o	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage Loan
    documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground
    lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially
    total loss or taking as addressed in clause (34(k)) will be applied either to the repair or to restoration of all or part of the
    related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage
    Loan documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration
    progresses, or to the payment of the outstanding principal balance of the CREFI Mortgage Loan, together with any accrued interest.
    If such indications are found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	35p	Review
    the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan documents for an indication
    that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
    and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the
    ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the
    extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the CREFI Mortgage
    Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	 	35q	Review
    the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible	Ground
    Lease




    	 	Exhibit QQ-B-36	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		to
    being cured, the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any
    reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	
	36.
    Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the CREFI Mortgage Loan
    have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.
    	36	Review
    the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection
    practices used by the Mortgage Loan Seller with respect to the CREFI Mortgage Loan was not in all material respects legal, or in
    accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices
	37.
    Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage
    Loan Seller was not the originator) with respect to each CREFI Mortgage Loan have been, in all material respects, legal and as of
    the date of its origination, such CREFI Mortgage Loan and the origination thereof complied in all material respects with, or was
    exempt from, all requirements of federal, state or local law relating to the origination of such CREFI Mortgage Loan; provided
    that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local
    law otherwise covered in Exhibit D of the CREFI Mortgage Loan Purchase Agreement.	37	Review
    the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator
    if the Mortgage Loan Seller was not the originator) with respect to each CREFI Mortgage Loan have not been, in all material respects,
    legal and as of the date of its origination, such CREFI Mortgage Loan, or the origination thereof did not comply in all material
    respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such CREFI Mortgage
    Loan; provided that representation and warranty 37 does not address or otherwise cover any matters with respect to federal, state
    or local law otherwise covered in Exhibit D of the CREFI Mortgage Loan Purchase Agreement. If no such notation is found, it will
    be a Test pass.	MS
    Servicer Notices; CREFI Mortgage Loan Purchase Agreement
	38.
    No Material Default; Payment Record. No CREFI Mortgage Loan has been more than 30 days delinquent, without giving effect to
    any grace or cure period, in making required payments since origination, and no CREFI Mortgage Loan is more than 30 days delinquent
    (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the Mortgage Loan	38a	Review
    the MS Servicer Notices for notation that (i) the CREFI Mortgage Loan has been more than 30 days delinquent, giving effect to any
    grace or cure period, in making required payments as of the Closing Date, or (ii) the CREFI Mortgage Loan was delinquent beyond any
    applicable grace or cure periods as of the Cut-off	MS
    Servicer Notices




    	 	Exhibit QQ-B-37	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	Seller’s
    knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related CREFI Mortgage
    Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration
    of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach,
    violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects
    the value of the CREFI Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however,
    that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains
    to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit D
    to the CREFI Mortgage Loan Purchase Agreement.  No person other than the holder of such CREFI Mortgage Loan may declare
    any event of default under the CREFI Mortgage Loan or accelerate any indebtedness under the Mortgage Loan documents.		Date.
    If no such notation is found, it will be a Test pass.	
	38b	Review
    the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or
    event of acceleration existing under the related CREFI Mortgage Loan, or (b) an event (other than payments due but not yet delinquent)
    which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default,
    breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause
    (a) or clause (b), materially and adversely affects the value of the CREFI Mortgage Loan or the value, use or operation of the related
    Mortgaged Property. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	39.
    Bankruptcy. As of the date of origination of the related CREFI Mortgage Loan and, to the Mortgage Loan Seller’s knowledge,
    as of the Cut-off Date, no related Borrower, guarantor or tenant occupying a single-tenant property is a debtor in state or federal
    bankruptcy, insolvency or similar proceeding.	39	Review
    the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a Borrower, guarantor or tenant occupying
    a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication
    or notation is found, it will be a Test pass.	Lexis/Nexis
    (or comparable) search; MS Servicer Notices
	40.
    Organization of Mortgagor. With respect to each CREFI Mortgage Loan, in reliance on certified copies of the organizational
    documents of the Borrower delivered by the Borrower in connection with the origination of such CREFI Mortgage Loan, the Borrower
    is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of
    Puerto Rico. Except with respect to any Crossed Mortgage Loan, no CREFI Mortgage Loan has a Borrower that is an Affiliate of another
    Borrower under another Mortgage Loan. (An “Affiliate” for purposes of this representation and warranty 40 means,
    a Borrower that is under direct or indirect common ownership and control with another Borrower.)	40a	Review
    the organizational documents of the Borrower to determine if there are certified copies indicating that the Borrower is an entity
    organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.
    If such indication is found, it will be a Test pass. 	Organizational
    Documents of the Mortgagor
	40b	Review
    the MS Servicer Notices to determine if there is any indication that, except with respect to any CREFI Mortgage Loan that is a Crossed
    Mortgage Loan, no CREFI Mortgage Loan has a Borrower that is an affiliate of another Mortgagor under another CREFI Mortgage Loan.
    If such an indication is found, it will	MS
    Servicer Notices; Prospectus




    	 	Exhibit QQ-B-38	 



     


    











	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	be
    a Test pass.	 
	41.
    Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment)
    and, with respect to certain CREFI Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”)
    meeting ASTM requirements conducted by a reputable environmental consultant in connection with such CREFI Mortgage Loan within 12
    months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the
    existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental
    Condition”) at the related Mortgaged Property or the need for further investigation with respect to any Environmental Condition
    that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated
    in any such ESA, then at least one of the following statements is true:  (A) an amount reasonably estimated by a reputable
    environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental
    laws or the Environmental Condition has been escrowed by the related Borrower and is held or controlled by the related lender; (B)
    if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint
    or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance
    plan has been required to be instituted by the related Borrower that can reasonably be expected to mitigate the identified risk;
    (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects
    prior to the Cut-off Date, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental
    regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental
    authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a
    secured creditor environmental policy or a pollution legal liability insurance policy that covers 	41a	Review
    any ESA (as defined in representation and warranty 41) for indication that it met the ASTM requirements and was conducted by a reputable
    environmental consultant within 12 months prior to the origination date of the CREFI Mortgage Loan (or an update of a previous ESA
    prepared). If such an indication is found, it will be a Test pass.	ESA
	41b	Review
    the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged Property
    or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If no such indication
    is found, it will be a Test pass.	ESA
	41c	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property
    or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If such an indication
    is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any of the subparts indications are
    found, it will be a Test pass.	ESA;
    Escrow Statements; Mortgage Loan Documents 
	 	1.
     Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be
    sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental
    condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow
    statements
	 	2.
     Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of 	ESA;
    Mortgage Loan Documents










    	 	Exhibit QQ-B-39	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	liability for the Environmental Condition was obtained from an insurer
rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.;
(E) a party not related to the Borrower was identified as the responsible party for such Environmental Condition and such responsible
party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Borrower
having financial resources reasonably estimated to be adequate to address the situation is required to take action. To the Mortgage Loan
Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05
or its successor) at the related Mortgaged Property.
	 	such
    a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required to
    be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	 
	 	3.  Review any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental consultant for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects prior to the Cut-off Date.	No further action or closure letter regarding Environmental Condition
	 	4.  Review the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.	Insurance coverage review documents
	 	5.  Review the Mortgage Loan documents for an indication that a party not related to the Mortgagor was identified as the responsible party for the Environmental Condition and such responsible party has financial resources considered by the Mortgage Loan Seller to be adequate to address the situation.	Mortgage Loan Documents
	 	6.  Review the Mortgage Loan documents for an indication that a party related to the Borrower having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Mortgage Loan Documents
	41d	Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	MS Servicer Notices; ESA




    	 	Exhibit QQ-B-40	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	42.
    Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months
    of the CREFI Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who
    is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals
    in the state where the Mortgaged Property is located. Each appraiser has represented in such appraisal or in a supplemental letter
    that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted
    by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect,
    in the Mortgaged Property or the Borrower or in any loan made on the security thereof, and its compensation is not affected by the
    approval or disapproval of the CREFI Mortgage Loan.	42a	Review
    the appraisal to determine if it was dated within 6 months of the CREFI Mortgage Loan origination date and within 12 months of the
    Closing Date. If so determined, it will be a Test pass.	Appraisal
	42b	Review
    the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser had
    no interest, direct or indirect, in the Borrower, the Mortgaged Property or any loan made on the security of the Mortgaged Property.
    If so determined, it will be a Test pass.	Appraisal
	42c	Review
    the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and/or
    has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located, and that the appraiser's
    compensation is not affected by the approval or disapproval of the CREFI Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	42d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal
    Foundation. If so determined, it will be a Test pass.	Appraisal
	43.
    Mortgage Loan Schedule. The information pertaining to each CREFI Mortgage Loan which is set forth in the mortgage loan schedule
    attached as Exhibit A to the Mortgage Loan Purchase Agreement is true and correct in all material respects as of the
    Cut-off Date and contains all information required by the Mortgage Loan Purchase Agreement to be contained therein.	43a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related CREFI Mortgage Loan Purchase Agreement and compare it to the corresponding
    information in (i) Annex A to the Prospectus (ii) Mortgage Loan documents and (iii) PSA to determine if there are discrepancies between
    the documents.  If there are no such discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement
	 	43b	Compare
    the information in the Mortgage Loan	Mortgage
    Loan Schedule; PSA




    	 	Exhibit QQ-B-41	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		Schedule
    to the requirements of the Mortgage Loan Purchase Agreement to determine if all information required in the Mortgage Loan Purchase
    Agreement is contained therein. If so determined, it will be a Test pass.	
	44.
    Cross-Collateralization. No CREFI Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is
    outside the Trust, except (i) with respect to any CREFI Mortgage Loan that is part of a Whole Loan, any other mortgage loan
    that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan that is part of a Whole
    Loan that is cross-collateralized and cross-defaulted with such Mortgage Loan or with a Whole Loan of which such Mortgage Loan is
    a part.	44	Review
    the Mortgage Loan documents to determine if the CREFI Mortgage Loan is cross-collateralized or cross-defaulted with any other CREFI
    Mortgage Loan that is outside the Trust, except (i) with respect to any CREFI Mortgage Loan that is part of a Whole Loan, any other
    mortgage loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan that is part
    of a Whole Loan that is cross-collateralized and cross-defaulted with such CREFI Mortgage Loan or with a Whole Loan of which such
    CREFI Mortgage Loan is a part. If not so determined, it will be a Test pass.	Mortgage
    Loan Documents
	45.
    Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds has been made by the Mortgage Loan Seller
    to the related Borrower other than in accordance with the Mortgage Loan documents, and, to the Mortgage Loan Seller’s knowledge,
    no funds have been received from any person other than the related Borrower or an affiliate for, or on account of, payments due on
    the CREFI Mortgage Loan (other than as contemplated by the Mortgage Loan documents, such as, by way of example and not in limitation
    of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease
    or Mortgage Loan documents). Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution
    to any Borrower under a CREFI Mortgage Loan, other than contributions made on or prior to the Closing Date.	45a	Review
    the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made by the Mortgage
    Loan Seller to the related Borrower other than in accordance with the Mortgage Loan documents, or that funds have been received from
    any person other than the related Borrower or an Affiliate for, or on account of, payments due on the CREFI Mortgage Loan (other
    than as contemplated by the Mortgage Loan documents, such as, by way of example and not in limitation of the foregoing, amounts paid
    by the tenant(s) into a lender controlled lockbox if required or contemplated under the related lease or Mortgage Loan documents).
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	 	45b	Review
    the Mortgage Loan documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution
    to any Borrower under a CREFI Mortgage Loan, other than	Mortgage
    Loan Documents




    	 	Exhibit QQ-B-42	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.	
	46. Compliance with Anti-Money Laundering Laws. The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the CREFI Mortgage Loan, the failure to comply with which would have a material adverse effect on the CREFI Mortgage Loan.	46	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any CREFI Mortgage Loan, the failure to comply with which would have a material adverse effect on the CREFI Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices


 




    	 	Exhibit QQ-B-43	 



     


    


 


EXHIBIT QQ-C


GACC ASSET REVIEW PROCEDURES




Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”),
the Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to
each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset Representations
Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit QQ-C
if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to
modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.
Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect to a representation
and warranty, the meaning set forth in the related mortgage loan purchase agreement where German American Capital Corporation is the Seller
(the “GACC Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the
following Tests:


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g., to the
Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review
beyond that set forth in the applicable Test related to such representation and warranty;



		(B)	With respect to any representation and warranty that includes the examination of an insurance policy or
Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable
policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.



		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal
review or legal conclusion;



		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with respect
to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is
the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer
shall take into account any exceptions to such representation





    	 	Exhibit QQ-C-1	 



     


    



and warranty described in the GACC Mortgage
Loan Purchase Agreement with respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such Test if
the sole reason for not satisfying the applicable Test is caused by such exception(s);


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations
Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation
included in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and



		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit QQ-C, and will not be obligated to perform additional
procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could produce a different outcome. Notwithstanding
the required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials
specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under
no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations
Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in
addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a
Test pass.




    	 	Exhibit QQ-C-2	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	1.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a GACC Mortgage Loan that is part of a Whole Loan, each GACC
    Mortgage Loan is a whole loan and not a participation interest in a GACC Mortgage Loan.  Each GACC Mortgage Loan that is
    part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note.  At the time of the sale, transfer and
    assignment to Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan
    Seller or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee), participation or pledge, and the
    Mortgage Loan Seller had good title to, and was the sole owner of, each GACC Mortgage Loan free and clear of any and all liens, charges,
    pledges, encumbrances, participations, any other ownership interests on, in or to such GACC Mortgage Loan other than any servicing
    rights appointment or similar agreement.  The Mortgage Loan Seller has full right and authority to sell, assign and transfer
    each GACC Mortgage Loan, and the assignment to Purchaser constitutes a legal, valid and binding assignment of such GACC Mortgage
    Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such GACC Mortgage Loan.	1a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage
    Loan Schedule.  If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is more
    than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a
    Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the GACC Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment
    of Leases, Rents and Profits; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	1b	Review
    any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with
    respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for notation of any Mortgage Note or
    Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced
    Mortgage Loan, to the related Non-Serviced Trustee for the Other Securitization), participation or pledge, or that the Mortgage Loan
    Seller did not have good title to, and was the sole owner of, each GACC Mortgage Loan free and clear of any and all liens, charges,
    pledges, encumbrances, participations, any other ownership interests on, in or to such GACC Mortgage Loan other than any servicing
    rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	1c	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority
    to sell, assign and transfer the GACC Mortgage Loan. If such notation is not found, it will be a Test pass.	MS
    Servicer Notices
	 	1d	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the Purchaser not constituting a legal,
    valid and binding assignment of such GACC Mortgage Loan free and clear of any and all liens, pledges, charges or security interests
    of any nature encumbering such GACC	MS
    Servicer Notices




    	 	Exhibit QQ-C-3	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	 		 Mortgage Loan. If such notation is not found, it will be a Test pass.	
	
    2. Loan Document Status. Each related Mortgage Note, Mortgage,
    Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related
    Borrower, guarantor or other obligor in connection with such GACC Mortgage Loan is the legal, valid and binding obligation of the related
    Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable
    state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except
    (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar
    laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement
    is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation,
    provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or
    may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i)
    above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s
    realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard
    Qualifications”).

    Except as set forth in the immediately preceding sentences, there
    is no valid offset, defense, counterclaim or right of rescission available to the related Borrower with respect to any of the related
    Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right
    based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the GACC Mortgage Loan, that would deny the
    mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.
	2a	Review the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such GACC Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.	Mortgagor’s Counsel Opinion
	2b	Review the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the GACC Mortgage Loan, that would deny the Mortgagee (as defined in the related GACC Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	MS Servicer Notices




    	 	Exhibit QQ-C-4	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	3.
    Mortgage Provisions. The Loan Documents for each GACC Mortgage Loan contain provisions that render the rights and remedies
    of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security
    intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations
    set forth in the Standard Qualifications.	3	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions
    that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of
    the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial
    foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	4.
    Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage
    File or as otherwise provided in the related Mortgage Loan documents (a)(1) there has been no forbearance, waiver or modification
    of the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID Emergency and (2)
    other than as related to the COVID Emergency, the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related
    Mortgage Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any
    respect; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any
    manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining
    portion of such Mortgaged Property; and (c) neither the Mortgagor nor the guarantor has been released from its material obligations
    under the Mortgage Loan. 	4a	Review
    the Mortgage Loan Documents and MS Servicer Notices for a notation or other indication of any claim or assertion that, since origination,
    there has been forbearance, waiver or modification of the material terms of the Mortgage Loan which such forbearance, waiver or modification
    relates to the COVID Emergency, except by written instruments set forth in the related Mortgage File or as otherwise provided in
    the related Mortgage Loan Documents. If no such notation or other indication is found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	 	4b	Review
    the MS Servicer Notices and Mortgage Loan Documents for an indication that, other than as related to	MS
    Servicer Notices; Mortgage Loan Documents




    	 	Exhibit QQ-C-5	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		the
    COVID Emergency, the material terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated
    or rescinded in any respect, except by written instruments set forth in the related Mortgage File or as otherwise provided in the
    related Mortgage Loan Documents.  If no such indication is found, it will be a Test pass.	
	4c	Review
    the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has
    been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided
    by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth
    in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it
    will be a Test pass.	MS
    Servicer Notices; Mortgage Loan Documents
	4d

     
	Review the MS Servicer Notices
    and Mortgage Loan Documents for notation that either the Mortgagor or the guarantor has been released from its material obligations
    under the Mortgage Loan except by written instruments set forth in the related Mortgage File or as otherwise provided in the related
    Mortgage Loan Documents. If no such notation is found, it will be a Test pass.

     
	MS Servicer Notices; Mortgage
    Loan Documents

     

	5.
    Hospitality Provisions. The Loan Documents for each GACC Mortgage Loan that is secured by a hospitality property operated	5a	Review
    the appraisals to determine if any of the properties are specifically identified as hospitality	Appraisal;
    mortgage file; franchise agreement; Comfort letter or similar




    	 	Exhibit QQ-C-6	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	pursuant to a franchise or license
    agreement includes an executed comfort letter or similar agreement signed by the related Borrower and franchisor or licensor of such
    property that, subject to the applicable terms of such franchise or license agreement and comfort letter or similar agreement, is
    enforceable by the Trust (or, in the case of a Non-Serviced Mortgage Loan, by the Non-Serviced Trust) against such franchisor or
    licensor either (A) directly or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s
    providing notice of the transfer of the Mortgage Loan to the Trust (or, in the case of a Non-Serviced Mortgage Loan, by the seller
    of the note which is contributed to the Non-Serviced Trust or its designee providing notice of the transfer of such note to the Non-Serviced
    Trust) in accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee
    (except in the case of a Non-Serviced Mortgage Loan) shall provide, or if neither (A) nor (B) is applicable, except in the case of
    a Non-Serviced Mortgage Loan, the Mortgage Loan Seller or its designee shall apply for, on the Trust’s behalf, a new comfort
    letter or similar agreement as of the Closing Date. The mortgage or related security agreement for each GACC Mortgage Loan secured
    by a hospitality property creates a security interest in the revenues of such property for which a UCC financing statement has been
    filed in the appropriate filing office. For the avoidance of doubt, no representation is made as to the perfection of any security
    interest in revenues to the extent that possession or control of such items or actions other than the filing of Uniform Commercial
    Code financing statements is required to effect such perfection.

     
		properties.  If
    so, review the Mortgage File to determine if there exists a franchise or license agreement and executed comfort letter or other similar
    agreement signed by the related Mortgagor and franchisor or licensor that, subject to the applicable terms of such franchise or license
    agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor, either (A) directly
    or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the
    transfer of the GACC Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement,
    which the Mortgage Loan Seller or its designee shall provide. If so determined with respect to each part of this Test, it will be
    a Test pass.	agreement
    signed by or from such franchisor
	5b	If
    the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for each Mortgaged
    Property to determine if there are provisions related to creating a security interest in the revenues of such property.  Also,
    review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence of filing of any related
    UCC financing statements, related amendments and continuation statements.  If so determined with respect to each part of
    this Test, it will be a Test pass.	UCC
    filings; Appraisal; Mortgage File
	6. Lien; Valid Assignment.   Subject to the Standard Qualifications, each
    assignment of Mortgage and assignment of Assignment of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced
    Mortgage Loan, to the related Non-Serviced Trustee) constitutes a legal, valid and binding assignment to the Trust (or, with respect
    to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee).  Each related Mortgage and Assignment of Leases,
    Rents and Profits is freely assignable	6a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage or Assignment
    of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related Non-Serviced Trustee) not constituting a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related Non-	MS
    Servicer Notices




    	 	Exhibit QQ-C-7	 



     


    






	Representations
    and Warranties	 	Test	Review
    Materials
	without
the consent of the related Borrower.  Each related Mortgage is a legal, valid and enforceable first lien on the related Borrower’s
fee or leasehold interest in the Mortgaged Property in the principal amount of such GACC Mortgage Loan or allocated loan amount (subject
only to Permitted Encumbrances (as defined below) and the exceptions to representation and warranty 7 set forth in Exhibit C of the related
GACC Mortgage Loan Purchase Agreement (each such exception, a “Title Exception”)), except as the enforcement thereof
may be limited by the Standard Qualifications.  Such Mortgaged Property (subject to and excepting Permitted Encumbrances and
the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, is free and clear
of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal
with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole
Loan), except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below),
and, to the Mortgage Loan Seller’s knowledge and subject to the rights of tenants (as tenants only)(subject to and excepting Permitted
Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be
prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s
title insurance policy (as described below).  Notwithstanding anything in the Mortgage Loan Purchase Agreement to the contrary,
no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession
or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements
is required in order to effect such perfection.		Serviced Trustee), subject to the Standard Qualifications. If such a notation or other indication is not found, it will be a Test pass.	
	6b	Review the related Mortgage and the Assignment of Leases, Rents and Profits for each property for provisions to the effect that the related Mortgage and Assignment of Leases, Rents and Profits is not freely assignable without the consent of the related Mortgagor. If no such provision is found, it will be a Test pass.	Mortgage; Assignment of Leases, Rents and Profits
	6c	
    Review the Title Policy (as defined in representation and warranty
    7) to determine if the related Mortgage is a first lien on the related Mortgagor’s fee (or with respect to those Mortgage

    Loans described in representation and warranty 35 hereof, leasehold)
    interest in the Mortgaged Property. Compare the amount of the Title Policy to the principal amount of the GACC Mortgage Loan or allocated
    loan amount to determine whether they are equivalent. If each such determination is made, it will be a Test pass.
	Title Policy; Mortgage; Mortgage Loan Schedule
	6d	Review the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a GACC Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a Test pass.	Title Policy
	 	6e	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan Seller had knowledge that the Mortgaged Property was not free and clear of any 	MS Servicer Notices




    	 	Exhibit QQ-C-8	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		recorded
    mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the
    lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a GACC Mortgage Loan that is part of a Whole
    Loan) (other than Permitted Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the
    applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.	
	6f	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there
    are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
    of the related Mortgage (which lien secures the related Whole Loan, in the case of a GACC Mortgage Loan that is part of a Whole Loan),
    except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the a lender’s title
    insurance policy. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	6g	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal,
    valid and enforceable first lien on the related Mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold), interest
    in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such
    a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	7. Permitted Liens; Title Insurance.  Each Mortgaged Property securing a GACC
    Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance
    policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary
    title policy with escrow instructions or a	7a	Review
    the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable form
    of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if
    the amount of the policy covers the	Title
    Policy; Mortgage Loan Documents




    	 	Exhibit QQ-C-9	 



     


    


 


 


	Representations
    and Warranties	 	Test	Review
    Materials
	“marked
up” commitment, in each case binding on the title insurer)(the “Title Policy”) in the original principal amount
of such GACC Mortgage Loan (or with respect to a GACC Mortgage Loan secured by multiple properties, an amount equal to at least the allocated
loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in
escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of
the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which lien is
subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and payable;
(b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions
(general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject;
(e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and
condominium declarations; and (f) if the related GACC Mortgage Loan is cross-collateralized and cross-defaulted with another GACC
Mortgage Loan or a Whole Loan or is part of a Whole Loan that is cross-collateralized and cross-defaulted with another Whole Loan (each,
a “Crossed Mortgage Loan”), the lien of the Mortgage for such other GACC Mortgage Loan that is cross-collateralized
and cross-defaulted with such Crossed Mortgage Loan or with the Whole Loan of which such Crossed Mortgage Loan is a part, provided
that none of which items (a) through (f), individually or in the aggregate, materially and adversely interferes with the value
or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Borrower’s ability to
pay its obligations when they become due (collectively, the “Permitted Encumbrances”).  Except as contemplated
by clause (f) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate
and co-equal with the lien of the related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be
provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan
Seller thereunder and no claims have been paid thereunder.  Neither the Mortgage Loan Seller, nor to the Mortgage Loan 		amount of the GACC Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.	
	7b	Review the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation and warranty 7. If so determined, it will be a Test pass.	Title Policy
	7c	Review the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If not so determined, it will be a Test pass.	Title Policy
	7d	Review the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect as of the Closing Date, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test pass.	Title Policy; MS Servicer Notices
	7e	Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the GACC Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices










    	 	Exhibit QQ-C-10	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	Seller’s
    knowledge, any other holder of the GACC Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage
    under such Title Policy.	 	 	 
	8.
    Junior Liens. It being understood that B notes secured by the same Mortgage as a GACC Mortgage Loan are not subordinate mortgages
    or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Mortgage Loan Seller’s knowledge,
    as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged
    Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens
    (which are the subject of the representation in representation and warranty 6 above), and equipment and other personal property financing).  Except
    as set forth in Schedule B-1 to Exhibit B to the GACC Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has no knowledge
    of any mezzanine debt secured directly by interests in the related Borrower.	8a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property, except
    for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.	Title
    Policy
	8b	Review
    the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior mortgage liens
    securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances and the Title Exceptions,
    taxes and assessments, mechanics’ and materialmen’s liens and equipment and other personal property financing. If so
    determined, it will be a Test pass.	Title
    Policy
	8c	Review
    the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule B-1 to Exhibit B of the GACC Mortgage
    Loan Purchase Agreement, the Mortgage Loan Seller had knowledge of: (1) any mezzanine debt secured directly by interests in the related
    Mortgagor or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property
    (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices; GACC Mortgage Loan Purchase Agreement
	9. Assignment
    of Leases, Rents and Profits. There exists as part of the related Mortgage File an Assignment of Leases, Rents and Profits (either
    as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and the Title
    Exceptions (and, in the case of a GACC Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of	9a	Review
    the Mortgage File to determine if an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into
    the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases, Rents and Profits
	9b	Review
    the Title Policy to determine if, subject to the	Title
    Policy; Mortgage; Assignment of




    	 	Exhibit QQ-C-11	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	Leases,
                                            Rents and Profits constituting security for the entire Whole Loan), each related Assignment
                                            of Leases, Rents and Profits creates a valid first-priority collateral assignment of, or
                                            a valid first-priority lien or security interest in, rents and certain rights under the related
                                            lease or leases, subject only to a license granted to the related Borrower to exercise certain
                                            rights and to perform certain obligations of the lessor under such lease or leases, including
                                            the right to operate the related leased property, except as the enforcement thereof may be
                                            limited by the Standard Qualifications.  The related Mortgage or related Assignment
                                            of Leases, Rents and Profits, subject to applicable law, provides that, upon an event of
                                            default under the GACC Mortgage Loan, a receiver is permitted to be appointed for the collection
                                            of rents or for the related mortgagee to enter into possession to collect the rents or for
                                            rents to be paid directly to the mortgagee.
		Permitted
    Encumbrances and the Title Exceptions (and, in the case of a GACC Mortgage Loan that is part of a Whole Loan, subject to the related
    Assignment of Leases, Rents and Profits constituting security for the entire Whole Loan) the Mortgage, or any related Assignment
    of Leases, Rents and Profits, has been recorded, and creates a valid first-priority collateral assignment of, or a valid first-priority
    lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the
    related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including
    the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.
    If so determined with respect to each part of this Test, it will be a Test pass.	Leases,
    Rents and Profits
	9c	Review
    the Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage) to determine
    if the related Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an event of default under
    the GACC Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter
    into possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or for
    rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	Assignment
    of Leases, Rents and Profits; Mortgage
	10.
    UCC Filings.  If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller
    has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper
    form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at
    the time of the origination of the GACC Mortgage Loan to perfect a valid security interest in all items of physical personal property
    reasonably necessary to operate such Mortgaged Property owned by such	10	If
    the related Mortgaged Property is operated as a hospitality property, review the MS Servicer Notices for a notation or other indication
    of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will
    be a Test pass.	MS
    Servicer Notices




    	 	Exhibit QQ-C-12	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	Borrower
    and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a
    purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Loan Documents
    or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to
    applicable law by recording or filing, as the case may be.  Subject to the Standard Qualifications, each related Mortgage
    (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above.  No
    representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession
    or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.			
	11.
                                            Condition of Property. The Mortgage Loan Seller or the originator of the GACC Mortgage
                                            Loan inspected or caused to be inspected each related Mortgaged Property within six months
                                            of origination of the GACC Mortgage Loan and within twelve months of the Cut-off Date.

    An engineering report or property
    condition assessment was prepared in connection with the origination of each GACC Mortgage Loan no more than twelve months prior
    to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection
    with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of
    any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000 to repair, (ii) any deferred
    maintenance for which escrows were established at origination and (iii) any damage fully covered by insurance) that would affect
    materially and adversely the use or value of such Mortgaged Property as security for the GACC Mortgage Loan.
	11a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months of the
    origination date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	11b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve months
    prior to the Cut-off Date.  Review the engineering report or property condition assessment to confirm that each related
    Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering
    report; Property condition assessment
	11c	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical
    condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use
    of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed
    in sub-clauses (i), (ii) and (iii) of this representation and warranty 11. If such a notation or other indication is not found, it
    will	MS
    Servicer Notices




    	 	Exhibit QQ-C-13	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 		be
    a Test pass.	
	12.
    Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without
    limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would
    be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect
    of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such
    payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty,
    real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered
    delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on
    which enforcement action is entitled to be taken by the related taxing authority.	12	Review
    the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding governmental
    charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related
    Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have
    come delinquent in respect of the Mortgaged Property have not been paid, or an escrow of funds has been established in an amount
    sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	13.
    Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there
    is no proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off
    Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material
    adverse effect on the value, use or operation of the Mortgaged Property.	13	Review
    the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial condemnation
    of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other indication that the
    Mortgage Loan Seller had knowledge as of the Cut-off Date and as of the origination date of any such proceeding that would have a
    material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found,
    it will be a Test pass.	MS
    Servicer Notices
	14.
    Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the
    Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Borrower,
    guarantor, or Borrower’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially
    and adversely affect (a) such Borrower’s title to the Mortgaged Property, (b) the validity or enforceability of	14a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed
    action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor's interest
    in the Mortgaged Property that existed on the origination date. If such an indication is not found, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices




    	 	Exhibit QQ-C-14	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	the
    Mortgage, (c) such Borrower’s ability to perform under the related GACC Mortgage Loan, (d) such guarantor’s ability to
    perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Loan Documents or (f)
    the current principal use of the Mortgaged Property.
	14b	Review
    the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration
    or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely
    affect the matters set forth in clauses (a)-(f) of representation and warranty 14. If any such adverse outcome would not reasonably
    be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 14, it will be a Test pass.	MS
    Servicer Notices
	15.
    Escrow Deposits. All escrow deposits and payments required to be escrowed with lender pursuant to each GACC Mortgage Loan
    are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject
    to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are
    required to be escrowed with lender under the related Loan Documents are being conveyed by the Mortgage Loan Seller to Purchaser
    or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced Depositor or Non-Serviced Master
    Servicer).	15a	Review
    the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed with the lender
    pursuant to each GACC Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is
    not found, it will be a Test pass.	MS
    Servicer Notices
	15b	Review
    the MS Servicer Notices to determine if all escrows and deposits required pursuant to the GACC Mortgage Loan have been conveyed by
    the Mortgage Loan Seller to the Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced
    Depositor or Non-Serviced Master Servicer). If so determined, it will be a Test pass.	MS
    Servicer Notices
	16.
    No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the GACC Mortgage Loan set forth on the mortgage loan
    schedule attached as Exhibit A to the Mortgage Loan Purchase Agreement has been fully disbursed as of the Closing Date and there
    is no requirement for future advances thereunder (except in those cases where the full amount of the GACC Mortgage Loan has been
    disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating
    to leasing, repairs or other matters with respect to the related Mortgaged Property, the Borrower or other considerations determined
    by Mortgage Loan Seller to merit such holdback).	16a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount
    of the GACC Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	16b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those cases where
    the full amount of the GACC Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve	Mortgage
    Loan Documents




    	 	Exhibit QQ-C-15	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	accounts
    pending the satisfaction of certain conditions relating to leasing, repairs, or other matters with respect to the related Mortgaged
    Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined,
    it will be a Test pass.	 
	17. Insurance. Each related
    Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage
    for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes
    replacement cost valuation issued by an insurer or insurers meeting the requirements of the related Loan Documents and having a claims-paying
    or financial strength rating meeting the Insurance Ratings Requirements (as defined below) in an amount (subject to a customary deductible)
    not less than the lesser of (1) the original principal balance of the GACC Mortgage Loan and (2) the full insurable value on a replacement
    cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Borrower and included in the Mortgaged
    Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such
    endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

    “Insurance Ratings Requirements”
means either (i) a claims paying or financial strength rating of any of the following; (a) at least “A-:VIII” from A.M. Best
Company, (b) at least “A3” (or the equivalent) from Moody’s Investors Service, Inc. or (c) at least “A-”
from S&P Global Ratings or (ii) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements”
means insurance provided by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of
the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and
up to 40% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-”
by S&P Global Ratings or at least “Baa3” by 
	17a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy
    providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer or insurers meeting the requirements of the related Mortgage
    Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser of
    (1) the original principal balance of any GACC Mortgage Loan and (2) the full insurable value on a replacement cost basis of the
    improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with
    no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as
    are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will
    be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17b	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions are found,
    it will be a Test pass.	Mortgage
    Loan Documents
	17c	Review
    the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if it shows that the related Mortgaged 	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)







    	 	Exhibit QQ-C-16	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	Moody’s
                                       Investors Service, Inc., and (ii) if such syndicate consists of 4 or fewer members, at least 75%
                                       of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause
                                       (1) of the definition of such term) and up to 25% of the coverage is provided by insurers that
                                       have a claims paying or financial strength rating of at least “BBB-” by S&P Global
                                       Ratings or at least “Baa3” by Moody’s Investors Service, Inc.


Each related Mortgaged Property is
also covered, and required to be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which
(subject to a customary deductible) covers a period of not less than 12 months (or with respect to each GACC Mortgage Loan on a single
asset with a principal balance of $50 million or more, 18 months).


If any material part of the improvements,
exclusive of a parking lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, the related Borrower is required to maintain insurance in the maximum amount available
under the National Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by the Mortgage
Loan Seller originating mortgage loans for securitization.


If the Mortgaged Property is located
within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related
Borrower is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by an
insurer or insurers meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related
perils and/or named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2)
100% of the full insurable value on a replacement cost basis of the improvements and personalty and fixtures owned by the Borrower and
included in the related Mortgaged Property by an insurer or insurers meeting the Insurance Rating Requirements.


The Mortgaged Property is covered,
and required to be covered 
		Property
    is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less
    than 12 months (or with respect to a GACC Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months).
    If such provisions are found, it will be a Test pass.	 
	17d	Review
    the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions are found,
    it will be a Test pass.	Mortgage
    Loan Documents
	17e	Review
    the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot,
    located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as
    having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains
    insurance in the maximum amount available under the National Flood Insurance Program plus such additional excess flood coverage in
    an amount as is generally required by the Mortgage Loan Seller originating mortgage loans for securitization. If so determined, it
    will be a Test pass.	Mortgage
    Loan Documents; Survey; Insurance Summary Report
	17f	If
    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South
    Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm
    related perils and/or “named storms” or endorsement covering damage from windstorm and/or windstorm related perils and/or
    named storms in an amount not less than the lesser of (1) the original principal balance of the GACC Mortgage Loan and (2) 100% of
    the full insurable value on a replacement cost basis of the improvements, and personalty and fixtures 	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)










    	 	Exhibit QQ-C-17	 



     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	pursuant
                                       to the related Loan Documents, by a commercial general liability insurance policy issued by an
                                       insurer or insurers meeting the Insurance Rating Requirements including coverage for property
                                       damage, contractual damage and personal injury (including bodily injury and death) in amounts
                                       as are generally required by the Mortgage Loan Seller for loans originated for securitization,
                                       and in any event not less than $1 million per occurrence and $2 million in the aggregate.


An architectural or engineering consultant
has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and
seismic condition of such property, for the sole purpose of assessing either the scenario expected limit (“SEL”) or
the probable maximum loss (“PML”) for the Mortgaged Property in the event of an earthquake. In such instance, the
SEL or PML, as applicable, was based on a 475-year return period, an exposure period of 50 years and a 10% probability of exceedance.
If the resulting report concluded that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs of the
improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer or insurers meeting the Insurance Rating Requirements
(provided that for this purpose (only), the A.M. Best Company minimum rating referred to in the definition of Insurance Rating
Requirements will be deemed to be at least “A:VIII”) in an amount not less than 100% of the SEL or PML, as applicable.


The Loan Documents require insurance
proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged
Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related GACC Mortgage Loan
(or Whole Loan, if applicable), the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the
repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such GACC Mortgage Loan (or Whole Loan,
if applicable) together with any accrued interest thereon.

All premiums on all insurance policies referred to in this section



 



	 	owned
    by the Mortgagor and included in the related Mortgaged Property by an insurer or insurers meeting the Insurance Rating Requirements.
    If so determined with respect to each part of this Test, it will be a Test pass.	 
	17g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review
    the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered,
    and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued
    by an insurer or insurers meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and
    personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated
    for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it
    will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents
	17h	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the
    seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the sole purpose
    of assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”)
    for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years and
    a 10% probability of exceedance. If so determined, it will be a Test pass.	Property
    condition assessment; Seismic engineering study
	17i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the 	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or
    certificates of insurance)



 


 






    	 	Exhibit QQ-C-18	 



     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	required
                                            to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender
                                            under the GACC Mortgage Loan and its successors and assigns as a loss payee under a mortgagee
                                            endorsement clause or, in the case of the general liability insurance policy, as named or
                                            additional insured. Such insurance policies will inure to the benefit of the Trustee (or,
                                            in the case of a GACC Mortgage Loan that is a Non-Serviced Mortgage Loan, the applicable
                                            Other Trustee). Each related GACC Mortgage Loan obligates the related Borrower to maintain,
                                            or cause to be maintained, all such insurance and, at such Borrower’s failure to do
                                            so, authorizes the lender to maintain such insurance at the Borrower’s cost and expense
                                            and to charge such Borrower for related premiums. All such insurance policies (other than
                                            commercial liability policies) require at least 10 days’ prior notice to the lender
                                            of termination or cancellation arising because of nonpayment of a premium and at least 30
                                            days’ prior notice to the lender of termination or cancellation (or such lesser period,
                                            not less than 10 days, as may be required by applicable law) arising for any reason other
                                            than non-payment of a premium and no such notice has been received by the Mortgage Loan Seller.
	 	replacement
    costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so
    determined, determine if the insurer or insurers met the Insurance Rating Requirements (provided that for this purpose (only), the
    A.M. Best Company minimum rating referred to in the definition of Insurance Rating Requirements will be deemed to be at least “A:III”).
    The insurance amount should be not less than 100% of the SEL or the PML, as applicable. If so determined with respect to each part
    of the Test, it will be a Test pass.	 
	17j	Review
    the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either (a)
    to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5%
    of the then-outstanding principal amount of the GACC Mortgage Loan, the lender (or a trustee appointed by it) having the right to
    hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance
    of such GACC Mortgage Loan or Whole Loan, as applicable, together with any accrued interest thereon. If such provisions are found,
    it will be a Test pass.	Mortgage
    Loan Documents
	17k	Review
    the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a
    notation or other indication is found, it will be a Test pass.	MS
    Servicer Notices
	17l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if the insurance policies name the lender under any GACC Mortgage Loan and its successors
    and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named
    or additional	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    	 	Exhibit QQ-C-19	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 		insured.
    If so determined, it will be a Test pass.	
	17m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in the case of a GACC Mortgage
    Loan that is a Non-Serviced Mortgage Loan, the applicable Other Trustee). If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17n	Review
    the Mortgage Loan Documents to determine if any GACC Mortgage Loan obligates the Mortgagor to maintain or cause to be maintained
    all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain such insurance at the Mortgagor’s
    cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	17o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require at least 10
    days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30
    days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required
    by applicable law) arising for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	17p	Review
    the MS Servicer Notices for a notation or other indication that any notice described in Test 17o may have been received by the Mortgage
    Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	18. Access; Utilities; Separate Tax Lots. Each Mortgaged Property
    (a) is located on or adjacent to a public road and has direct legal	18a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment,	Zoning
    report; Title Policy; Survey; Engineering report or property condition




    	 	Exhibit QQ-C-20	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	access
    to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public
    road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required
    utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax
    parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related
    Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing
    authority for creation of separate tax lots, in which case the GACC Mortgage Loan requires the Borrower to escrow an amount sufficient
    to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.		the
    Sponsor Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal
    access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from
    a public road. If so determined, it will be a Test pass.	assessment;
    Sponsor Diligence; ESA
	18b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA
    to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well
    and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property. If so determined,
    it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	18c	Review
    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include
    any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy
    insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority
    for creation of separate tax lots, in which case any GACC Mortgage Loan requires the Mortgagor to escrow an amount sufficient to
    pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If so determined,
    it will be a Test pass.	Title
    Policy; Survey; Mortgage Loan Documents
	19.
    No Encroachments. To Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination
    and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with
    escrow instructions or a “marked up” commitment) obtained in connection with the origination of each GACC Mortgage Loan,
    all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property
    at the time of the origination of such GACC Mortgage Loan are within the	19a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised
    value of the Mortgaged Property at the time of the origination of such GACC Mortgage Loan are within the boundaries of the related
    Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged
    Property or for which insurance or endorsements were	Survey;
    Title Policy; Appraisal




    	 	Exhibit QQ-C-21	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	boundaries
    of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such
    Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements on adjoining
    parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value
    or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No
    improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect
    the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect to the Title Policy.		obtained
    under the Title Policy. If so determined, it will be a Test pass.	
	19b	Review
    the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property
    that materially and adversely affect the value and current use of such Mortgage Property and for which insurance or endorsements
    were obtained under the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy; Appraisal
	19c	Review
    the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for encroachments
    the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance
    or endorsements obtained with respect to the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy; Appraisal
	20.
    No Contingent Interest or Equity Participation. No GACC Mortgage Loan has a shared appreciation feature, any other contingent
    interest feature or a negative amortization feature (except that an ARD Loan may provide for the accrual of the portion of interest
    in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.	20	Review
    the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization
    feature (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to
    the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect
    to each part of this Test, it will be a Test pass.	Mortgage
    Loan Documents
	21.
    REMIC. The GACC Mortgage Loan is a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(but determined
    without regard to the rule in the U.S. Department of Treasury Regulations (the “Treasury Regulations”) Section
    1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the
    GACC Mortgage Loan to the related Borrower at origination did not exceed the non-contingent principal amount of the GACC Mortgage
    Loan and (B) either:  (a) such GACC Mortgage Loan is	21a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the
    non-contingent principal amount of the GACC Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Loan
	21b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if either (a) the GACC Mortgage Loan is secured by an interest
    in real property (including buildings and structural	Appraisal;
    Mortgage Loan Documents




    	 	Exhibit QQ-C-22	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	secured
    by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a
    fair market value (i) at the date the GACC Mortgage Loan (or related Whole Loan, if applicable) was originated at least equal to
    80% of the adjusted issue price of the GACC Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least
    equal to 80% of the adjusted issue price of the GACC Mortgage Loan (or related Whole Loan, if applicable) on such date, provided
    that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien
    on the real property interest that is senior to the GACC Mortgage Loan and (B) a proportionate amount of any lien that is in parity
    with the GACC Mortgage Loan; or (b) substantially all of the proceeds of such GACC Mortgage Loan were used to acquire, improve or
    protect the real property which served as the only security for such GACC Mortgage Loan (other than a recourse feature or other third-party
    credit enhancement within the meaning of Section 1.860G-2(a)(1)(ii) of the Treasury Regulations).  If the GACC Mortgage
    Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001
    of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such GACC Mortgage Loan or
    (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for
    the date the GACC Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto.  For purposes
    of the preceding sentence, a GACC Mortgage Loan will not be considered “significantly modified” solely by reason of the
    borrower having been granted a COVID-19 related forbearance provided that: (a) such GACC Mortgage Loan forbearance is covered by
    Revenue Procedure 2020-26 (extended by Revenue Procedure 2021-12) by reason of satisfying the requirements for such coverage stated
    in Section 5.02(2) of Revenue Procedure 2020-26 (extended by Revenue Procedure 2021-12); and (b) GACC identifies such GACC Mortgage
    Loan and provides (x) the date on which such forbearance was granted, (y) the length in months of the forbearance, and (z) how the
    payments in forbearance will be paid (that is, by extension of maturity, change of amortization schedule, etc.).  Any prepayment
    premium and yield maintenance charges applicable to the GACC Mortgage 	 	components
    thereof, but excluding personal property) having a fair market value (i) at the date the GACC Mortgage Loan (or related Whole Loan,
    if applicable) was originated at least equal to 80% of the adjusted issue price of any GACC Mortgage Loan (or related Whole Loan)
    on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the GACC Mortgage Loan (or
    related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real property
    interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such GACC Mortgage Loan
    and (B) a proportionate amount of any lien that is in parity with such GACC Mortgage Loan; or (b) substantially all of the proceeds
    of such GACC Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such
    GACC Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations
    Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	
	21c	Review
    the MS Servicer Notices for an indication or other notation that the GACC Mortgage Loan was modified prior to the Closing Date, and
    if so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified
    as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause
    (B)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such modification for the date
    any GACC Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 21, including the
    proviso thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.	MS
    Servicer Notices
	21d	Review
    the MS Servicer Notices for a notation or other 	MS
    Servicer Notices







    	 	Exhibit QQ-C-23	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	Loan
    constitute “customary prepayment penalties” within the meaning of Section 1.860G-1(b)(2) of the Treasury Regulations.  All
    terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	indication
    of any claim or assertion to the effect that the Prepayment Premiums and Yield Maintenance Charges applicable to any GACC Mortgage
    Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will
    be a Test pass.	 
	22.
    Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge,
    or prepayment premiums) of such GACC Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state
    or federal laws, regulations and other requirements pertaining to usury.	22a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the GACC Mortgage
    Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	22b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
    pertaining to the origination of any GACC Mortgage Loan, including but not limited to, usury and any and all other material requirements
    of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a
    Test pass.	MS
    Servicer Notices
	22c	Review
    the Mortgage Loan Documents to determine if they provide that the GACC Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	23.
    Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the
    date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the
    jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely
    affect the enforceability of such GACC Mortgage Loan by the Trust.	23	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller
    or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business
    in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication is found, determine
    whether the failure to be so authorized could not materially and adversely affect the enforceability of such GACC Mortgage Loan by
    the Trust. If so determined, it will be a Test pass.	MS
    Servicer Notices
	24.
    Trustee under Deed of Trust. With respect to each Mortgage	24	Review
    the Mortgage Loan Documents to determine if 	Mortgage
    Loan Documents




    	 	Exhibit QQ-C-24	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	which
is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee,
duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in
accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related
mortgagee.		
    a trustee is appointed.  If so determined, it will be a Test pass.	
	25. Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property securing a GACC Mortgage Loan as of the date of origination of such GACC Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the GACC Mortgage Loan.  The terms of the Loan Documents require the Borrower to comply in all material respects with all applicable governmental regulations, zoning and building laws.	25a	Review the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming part of each Mortgaged Property securing a GACC Mortgage Loan as of the date of origination of such GACC Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the GACC Mortgage Loan. If such indication is found, it will be a Test pass.	Zoning Report; Title Policy
	25b	Review the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents




    	 	Exhibit QQ-C-25	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	26. Licenses and Permits. Each Borrower covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect.  The GACC Mortgage Loan requires the related Borrower to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.	26a	Review the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.	Mortgage Loan Documents
	26b	Review the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary for the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will be a Test pass.	Mortgage Loan Documents; MS Servicer Notices
	26c	Review the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27. Recourse Obligations. The Loan Documents for each GACC
Mortgage Loan provide that (a) the related Borrower and at least one individual or entity shall be fully liable for actual losses, liabilities,
costs and damages arising from certain acts of the related Borrower and/or its principals specified in the related Loan Documents, which
acts generally include the following:  (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation
of rents (if after an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii) intentional material
physical waste of the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related
Mortgaged Property to prevent such waste), and (iv) any breach of the environmental covenants contained in the related Loan Documents,
and (b) the GACC Mortgage Loan shall become full recourse to the related Borrower and at least one individual or entity, if the related
Borrower files a voluntary petition under federal or state bankruptcy or insolvency

	27a	Review the Mortgage Loan Documents for each GACC Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of the representation and warranty 27. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents




    	 	Exhibit QQ-C-26	 



     


    


 





	Representations
    and Warranties	 	Test	Review
    Materials
	law.	 	 	 
	28.
Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion
of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial
Defeasance (as defined in representation and warranty 33), in each case, of not less than a specified percentage at least equal to the
lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal
balance of the GACC Mortgage Loan, (b) upon payment in full of such GACC Mortgage Loan, (c) upon a Defeasance (as defined in representation
and warranty (33), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a
material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal
obtained at the origination of the GACC Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance
with zoning requirements, or (e) as required pursuant to an order of condemnation or taking by a State or any political subdivision or
authority thereof. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release (including in
connection with any partial Defeasance) of collateral (i) would not constitute a “significant modification” of the subject
GACC Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject GACC
Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee
or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Borrower’s
delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding
clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien
on the real property that is senior to the GACC Mortgage Loan and (2) a proportionate amount of any lien on the real property that is
in parity with the lien of the GACC Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the 
	28a	Review
    the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only
    conditions under which a property may be released during the life of the GACC Mortgage Loan are as set forth in clauses (a) through
    (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the
    first sentence of representation and warranty 28 either: (x) such release (including in connection with any partial Defeasance) of
    collateral (i) would not constitute a “significant modification” of the subject GACC Mortgage Loan within the meaning
    of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject GACC Mortgage Loan to fail to be a “qualified
    mortgage” within the meaning of Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related
    Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the
    effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the
    real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to
    the GACC Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the GACC Mortgage Loan)
    after the release is not equal to at least 80% of the principal balance of the GACC Mortgage Loan or Whole Loan, as applicable, outstanding
    after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the
    REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents







    	 	Exhibit QQ-C-27	 



     


    










	Representations
    and Warranties	 	Test	Review
    Materials
	GACC
                                            Mortgage Loan (or Whole Loan, as applicable) outstanding after the release, the Borrower
                                            is required to make a payment of principal in an amount not less than the amount required
                                            by the REMIC Provisions.


In the case of any GACC Mortgage
Loan, in the event of a condemnation or taking of any portion of a Mortgaged Property by a State or any political subdivision or authority
thereof, whether by legal proceeding or by agreement, the Borrower can be required to pay down the principal balance of the GACC Mortgage
Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required
to be applied to the restoration of the Mortgaged Property or released to the Borrower, if, immediately after the release of such portion
of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the
real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior
to the GACC Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the lien of the GACC
Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the GACC Mortgage Loan (or Whole Loan, as applicable).


No GACC Mortgage Loan that is secured
by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related
Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio
and other requirements of the REMIC Provisions.
	28c	Review
    the Mortgage Loan Documents for provisions stating that in the case of any GACC Mortgage Loan, in the event of a taking of any portion
    of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement,
    the Mortgagor can be required to pay down the principal balance of the GACC Mortgage Loan or Whole Loans, as applicable, in an amount
    not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied
    to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the
    Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real
    property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior
    to the GACC Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the GACC Mortgage
    Loan) is not equal to at least 80% of the remaining principal balance of the GACC Mortgage Loan or Whole Loan, as applicable. If
    such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28d	Review
    the Mortgage Loan Documents for provisions stating that no GACC Mortgage Loan that is secured by more than one Mortgaged Property
    or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion
    thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of
    the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	29. Financial Reporting
    and Rent Rolls. Each GACC Mortgage Loan requires the Borrower to provide the owner or holder of the Mortgage with quarterly (other
    than for single-tenant properties)	29a	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly
    (other than for	Mortgage
    Loan Documents




    	 	Exhibit QQ-C-28	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	and
annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing
more than 5% of the in-place base rent and annual financial statements.		single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	
	29b	Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the GACC Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	30. Acts of Terrorism Exclusion. With respect to each GACC Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer or insurers meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2019 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each other GACC Mortgage Loan, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer or insurers meeting the Insurance Rating Requirements) did not, as of the date of origination of the GACC Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each GACC Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Exhibit C of the related GACC Mortgage Loan Purchase Agreement; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the 	30a	Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer or insurers meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	Mortgage Loan Documents; Insurance coverage review document 
	30b	Review the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance policy.  If not so determined, it will be a Test pass.	Mortgage Loan Documents; Insurance Policy
	30c	Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 30), or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially 	Mortgage Loan Documents




    	 	Exhibit QQ-C-29	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	Borrower
    under each GACC Mortgage Loan is required to carry terrorism insurance, but in such event the Borrower shall not be required to spend
    on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property
    and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism
    and earthquake components of such casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism
    insurance exceeds such amount, the Borrower is required to purchase the maximum amount of terrorism insurance available with funds
    equal to such amount.	 	reasonable
                                            terms, or as otherwise indicated on Exhibit C to the applicable GACC Mortgage Loan Purchase
                                            Agreement, provided, that if TRIA or a similar or subsequent statute is not in effect, then,
                                            provided that terrorism insurance is commercially available, the Mortgagor under each GACC
                                            Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall
                                            not be required to spend on terrorism insurance coverage more than two times the amount of
                                            the insurance premium that is payable in respect of the property and business interruption/rental
                                            loss insurance required under the related Mortgage Loan Documents (without giving effect
                                            to the cost of terrorism and earthquake components of such casualty and business interruption/rental
                                            loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount,
                                            the Mortgagor is required to purchase the maximum amount of terrorism insurance available
                                            with funds equal to such amount. If such provisions are not found, it will be a Test pass.

	 
	31.
    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each GACC Mortgage Loan contains a “due
    on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such GACC Mortgage
    Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or
    complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the lender which
    are customarily acceptable to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property,
    including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property
    of equivalent value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related
    Mortgaged Property, or any equity interest of greater than 50% in the related Borrower, is directly or indirectly pledged, transferred
    or sold (in each case, a “Transfer”), other than as related to (i) family and estate planning Transfers or Transfers
    upon death or legal incapacity, (ii) Transfers to certain 	31a	Review
    the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment of the unpaid
    principal balance of such GACC Mortgage Loan in the circumstances described in the first sentence of representation and warranty
    31. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	31b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of
    and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and
    expenses incurred by the lender relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents




    	 	Exhibit QQ-C-30	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	affiliates
    as defined in the related Loan Documents, (iii) Transfers of less than, or other than, a controlling interest in the related Borrower,
    (iv) Transfers to another holder of direct or indirect equity in the Borrower, a specific Person designated in the related Loan Documents
    or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) Transfers
    of stock or similar equity units in publicly traded companies, (vi) a substitution or release of collateral within the parameters
    of paragraphs (28) and (33) in this prospectus or the exceptions thereto set forth in Annex F-2, or (vii) by reason of any mezzanine
    debt that existed at the origination of the related GACC Mortgage Loan as set forth on Schedule F-1 to this Annex F-1, or future
    permitted mezzanine debt as set forth on Schedule F-2 to this Annex F-1 or (b) the related Mortgaged Property is encumbered with
    a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan or any subordinate
    debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money security interests, (iii)
    any Crossed Mortgage Loan as set forth on Schedule F-3 to this Annex F-1 or (iv) Permitted Encumbrances.  The Mortgage
    or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent
    to any transfer or encumbrance, the Borrower is responsible for such payment along with all other reasonable fees and expenses incurred
    by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	32.
    Single-Purpose Entity. Each GACC Mortgage Loan requires the Borrower to be a Single-Purpose Entity for at least as long as
    the GACC Mortgage Loan is outstanding.  Both the Loan Documents and the organizational documents of the Borrower with respect
    to each GACC Mortgage Loan with a Cut-off Date Stated Principal Balance in excess of $5 million provide that the Borrower is a Single-Purpose
    Entity, and each GACC Mortgage Loan with a Cut-off Date Stated Principal Balance of $20 million or more has a counsel’s opinion
    regarding non-consolidation of the Borrower.  For this purpose, a “Single-Purpose Entity” shall mean 	32a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 32) for at least as long as any GACC Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	32b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the GACC Mortgage Loan. If the GACC Mortgage Loan had a Cut-off Stated
    Principal Date Balance in excess of $5 million, review the 	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents







    	 	Exhibit QQ-C-31	 



     


    











	Representations
    and Warranties	 	Test	Review
    Materials
	an
                                       entity, other than an individual, whose organizational documents (or if the GACC Mortgage Loan
                                       has a Cut-off Date Stated Principal Balance equal to $5 million or less, its organizational documents
                                       or the related Loan Documents) provide substantially to the effect that it was formed or organized
                                       solely for the purpose of owning and operating one or more of the Mortgaged Properties securing
                                       the GACC Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged
                                       Property or Properties, and whose organizational documents further provide, or which entity represented
                                       in the related Loan Documents, substantially to the effect that it does not have any assets other
                                       than those related to its interest in and operation of such Mortgaged Property or Properties,
                                       or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan
                                       Documents, that it has its own books and records and accounts separate and apart from those of
                                       any other person (other than a Borrower for a Crossed Mortgage Loan), and that it holds itself
                                       out as a legal entity, separate and apart from any other person or entity.
	 	related
    Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single-Purpose
    Entity. If the provisions exist, it will be a Test pass.	 
	32c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the GACC Mortgage Loan. If the GACC Mortgage Loan had a Cut-off Stated
    Principal Date Balance in excess of $20 million, review the Borrower’s Counsel Opinion regarding non-consolidation of the Borrower.
    If such an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion
	33.
Defeasance. With respect to any GACC Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”),
(i) the Loan Documents provide for Defeasance as a unilateral right of the Borrower, subject to satisfaction of conditions specified
in the Loan Documents; (ii) the GACC Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Borrower is
permitted to pledge only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii) of the Treasury
Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the GACC
Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which
payment may be made without payment of a yield maintenance charge or prepayment premium) or, if the GACC Mortgage Loan is an ARD Loan,
the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made
without payment of a yield maintenance charge or prepayment premium), and if the GACC Mortgage Loan permits partial releases of real
property in connection with partial 	33	Review
    the Mortgage Loan Documents for provisions allowing the GACC Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
    Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 33. If such provisions are
    found, it will be a Test pass.	Mortgage
    Loan Documents







    	 	Exhibit QQ-C-32	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	Defeasance,
    the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to
    a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property to be released
    and (b) the outstanding principal balance of the GACC Mortgage Loan; (iv) the Borrower is required to provide a certification from
    an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note
    as set forth in clause (iii) above; (v) if the Borrower would continue to own assets in addition to the Defeasance collateral,
    the portion of the GACC Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee may require such
    assumption) by a Single-Purpose Entity; (vi) the Borrower is required to provide an opinion of counsel that the mortgagee has a perfected
    security interest in such collateral prior to any other claim or interest; and (vii) the Borrower is required to pay all rating agency
    fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses
    associated with Defeasance, including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	34.
    Fixed Interest Rates. Each GACC Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of
    such GACC Mortgage Loan, except in the case of any ARD Loan and situations where default interest is imposed.	34	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such
    GACC Mortgage Loan, except in the case of any ARD Loans and situations where default interest is imposed. If such an indication is
    found, it will be a Test pass.	Mortgage
    Loan Documents
	35.
Ground Leases. For purposes of the Mortgage Loan Purchase Agreement, a “Ground Lease” shall mean a lease creating
a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest
in the land, or with respect to air rights leases, the air, and buildings and other improvements, if any, comprising the premises demised
under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to
the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (IDA) 
	35a	Review
    the appraisal to determine if the GACC Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35),
    in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does
    not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through
    35q.	Appraisal;
    Title Policy; Mortgage Loan Documents
	35b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or 	Title
    Policy; Mortgage Loan Documents













    	 	Exhibit QQ-C-33	 



     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	or similar leases for purposes of conferring a tax abatement or
other benefit.


With respect to any GACC Mortgage Loan where the GACC Mortgage Loan
is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related
lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received
from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage Loan Seller represents and warrants
that:


(a)   The Ground
Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for
recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the
interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such
lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage;


(b)   The lessor under
such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not
be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the lender,
and no such consent has been granted by the Mortgage Loan Seller since the origination of the GACC Mortgage Loan except as reflected in
any written instruments which are included in the related Mortgage File;


(c)    The Ground
Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised,
and will be enforceable, by either Borrower or the mortgagee) that extends not less than 20 years beyond the stated maturity of
the related GACC Mortgage Loan, or 10 years past the stated maturity if such GACC Mortgage Loan fully amortizes by the stated maturity
	 	memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	 
	35c	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of the lessee
    is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors
    or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be
    a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor
	35d	Review
    the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified or canceled
    or terminated without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since
    the origination of the GACC Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage
    File. Review the MS Servicer Notices for an indication of such consent granted by the Mortgage Loan Seller since the origination
    of the GACC Mortgage Loan except as reflected in any instruments including in the related Mortgage File. If such a provision is found
    and no indication is found, it will be a Test pass.	Ground
    Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor
	35e	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original term
    (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable,
    by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related GACC Mortgage
    Loan, or ten years past the stated maturity if such GACC Mortgage Loan fully amortizes by the stated maturity (or with respect to
    a GACC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an 	Ground
    Lease; estoppel or other agreement received from ground lessor



 



    	 	Exhibit QQ-C-34	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	(or
                                            with respect to a GACC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);


(d)   
The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except
for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance
and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;


(e)    
The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
to the holder of the GACC Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event
it is so assigned, it is further assignable by the holder of the GACC Mortgage Loan and its successors and assigns without the consent
of the lessor;


(f)     
The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease.
To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground Lease and no condition that, but for the
passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Mortgage Loan
Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;


(g)   
The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of
any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the
lender;


(h)   
A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the
lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease 
	 	indication
    is found, it will be a Test pass.	 
	35f	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior to, or
    of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or
    (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest
    in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	Title
    Policy; SNDA
	35g	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease does
    not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder
    of the GACC Mortgage Loan and its successors and assigns without the consent of the lessor thereunder. If such indication is found,
    it will be a Test pass.	Ground
    Lease; estoppel
	35h	Review
    the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the GACC Mortgage
    Loan and its successors and assigns without the consent of the lessor. If such indication is found, it will be a Test pass.	Ground
    Lease 
	35i	Review
    the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice
    of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	35j	Review
    the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground
    Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such
    Ground 	MS
    Servicer Notices






 



    	 	Exhibit QQ-C-35	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	which
                    is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;


(i)     The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan
Seller in connection with loans originated for securitization;


(j)     Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together),
any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de
minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k)
below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
proceeds are in excess of the threshold amount specified in the related Loan Documents) the lender or a trustee appointed by it having
the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance
of the GACC Mortgage Loan, together with any accrued interest;


(k)   In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and
the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s
interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration,
will be applied first to the payment of the outstanding principal balance of the GACC Mortgage Loan, together with any accrued interest;
and

 


(l)    Provided
that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with
lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
	 	Lease.
    If no such notation is found, it will be a Test pass.	 
	35k	Review
    the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force
    and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	35l	Review
    the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give to
    the lender written notice of any default, and provide that no notice of default or termination is effective against the lender unless
    such notice is given to the lender. If such provisions are found, it will be a Test pass.	Ground
    Lease; ancillary agreement
	35m	Review
    the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where necessary,
    sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default
    under the Ground Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate
    the Ground Lease. If such provisions are found, it will be a Test pass.	Ground
    Lease and Related Documents
	35n	Review
    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans originated
    for securitization. If no such provisions are found, it will be a Test pass.	Ground
    Lease
	35o	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage Loan
    Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground
    lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents




    	 	Exhibit QQ-C-36	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 		or
    substantially total loss or taking as addressed in clause (34(k)) will be applied either to the repair or to restoration of all or
    part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related
    Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or
    restoration progresses, or to the payment of the outstanding principal balance of the GACC Mortgage Loan, together with any accrued
    interest. If such indications are found, it will be a Test pass.	
	35p	Review
    the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an indication
    that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
    and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the
    ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the
    extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the GACC Mortgage
    Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	35q	Review
    the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the ground
    lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including rejection
    of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground
    Lease
	36.
    Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the GACC Mortgage Loan
    have been, in all respects, legal and have met customary industry	36	Review
    the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection
    practices used by the  	MS
    Servicer Notices 




    	 	Exhibit QQ-C-37	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	standards
for servicing of commercial loans for conduit loan programs.		Mortgage Loan Seller with respect to the GACC Mortgage Loan was not in all material respects legal, or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.	
	37. Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each GACC Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such GACC Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such GACC Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the GACC Mortgage Loan Purchase Agreement.	37	Review the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each GACC Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such GACC Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such GACC Mortgage Loan; provided that representation and warranty 37 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the GACC Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	MS Servicer Notices; GACC Mortgage Loan Purchase Agreement
	38. No Material Default; Payment Record. No GACC Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and no GACC Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related GACC Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b), materially and adversely affects the value of the GACC Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this 	38a	Review the MS Servicer Notices for notation that (i) the GACC Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments as of the Closing Date, or (ii) the GACC Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	MS Servicer Notices
	38b	Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the related GACC Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or 	MS Servicer Notices







    	 	Exhibit QQ-C-38	 



     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	representation
    and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of
    an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Exhibit B to the GACC Mortgage
    Loan Purchase Agreement.  No person other than the holder of such GACC Mortgage Loan may declare any event of default under
    the GACC Mortgage Loan or accelerate any indebtedness under the Loan Documents.	 	event
    of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially
    and adversely affects the value of the GACC Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no
    such notation is found, it will be a Test pass.	 
	39.
    Bankruptcy. As of the date of origination of the related GACC Mortgage Loan and, to the Mortgage Loan Seller’s knowledge,
    as of the Cut-off Date, no related Borrower, guarantor or tenant occupying a single tenant property is a debtor in state or federal
    bankruptcy, insolvency or similar proceeding.	39	Review
    the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a Mortgagor, guarantor or tenant occupying
    a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication
    or notation is found, it will be a Test pass.	Lexis/Nexis
    (or comparable) search; MS Servicer Notices
	40.
    Organization of Mortgagor. With respect to each GACC Mortgage Loan, in reliance on certified copies of the organizational
    documents of the Borrower delivered by the Borrower in connection with the origination of such GACC Mortgage Loan, the Borrower is
    an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto
    Rico.  Except with respect to any Crossed Mortgage Loan, no GACC Mortgage Loan has a Borrower that is an Affiliate of another
    Borrower under another Mortgage Loan.  (An “Affiliate” for purposes of this paragraph (40) means,
    a Borrower that is under direct or indirect common ownership and control with another Borrower.)	40a	Review
    the organizational documents of the Mortgagor to determine if there are certified copies indicating that the Mortgagor is an entity
    organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.
    If such indication is found, it will be a Test pass. 	Organizational
    Documents of the Mortgagor
	40b	Review
    the MS Servicer Notices to determine if there is any indication that, except with respect to any GACC Mortgage Loan that is a cross-collateralized
    and Crossed Mortgage Loan, no GACC Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another GACC Mortgage
    Loan. If such an indication is found, it will be a Test pass.	MS
    Servicer Notices; Prospectus
	41.
                                            Environmental Conditions. A Phase I environmental site assessment (or update of a
                                            previous Phase I and or Phase II site assessment) and, with respect to certain GACC Mortgage
                                            Loans, a Phase II environmental site assessment (collectively, an “ESA”)
                                            meeting ASTM requirements conducted by a reputable environmental consultant in connection
                                            with such GACC Mortgage Loan within 12 months prior to its origination date (or
	41a	Review
    any ESA (as defined in representation and warranty 41) for indication that it met the ASTM requirements and was conducted by a reputable
    environmental consultant within 12 months prior to the origination date of the Mortgage Loan (or an update of a previous ESA prepared).
    If such an indication is found, it will be a Test pass.	ESA




    	 	Exhibit QQ-C-39	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	an update of a previous ESA was prepared), and such ESA either (i) did
not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter
“Environmental Condition”) at the related Mortgaged Property or the need for further investigation with respect to
any Environmental Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation
was indicated in any such ESA, then at least one of the following statements is true:  (A) an amount reasonably estimated
by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable
environmental laws or the Environmental Condition has been escrowed by the related Borrower and is held or controlled by the related lender;
(B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based
paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance
plan has been required to be instituted by the related Borrower that can reasonably be expected to mitigate the identified risk; (C) the
Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the
Cut-off Date, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory
authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority
as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) a secured
creditor environmental policy or a pollution legal liability insurance policy that covers liability for the Environmental Condition was
obtained from an insurer or insurers rated no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global
Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the Borrower was identified as the responsible party for such Environmental
Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a
party related to the Borrower having financial resources reasonably estimated to be adequate to address the situation is required to take
action.  To the Mortgage Loan Seller’s knowledge, except as set 
	41b	Review the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If no such indication is found, it will be a Test pass.	ESA
	41c	Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If such an indication is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.	ESA; Escrow Statements; Mortgage Loan Documents 
	 	1.  Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow statements
	 	2.  Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	ESA; Mortgage Loan Documents
	 	3.  Review any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental consultant for an indication that any Environmental Condition identified in the ESA 	No further action or closure letter regarding Environmental Condition



 



    	 	Exhibit QQ-C-40	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	forth
                                            in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13
                                            or its successor) at the related Mortgaged Property.
	 	was
    remediated or abated in all material respects prior to the Cut-off Date.	 
	 	4.
     Review the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution
    legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer or insurers rated
    no less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.	Insurance
    coverage review documents
	 	5.
     Review the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the responsible
    party for the Environmental Condition and such responsible party has financial resources considered by the Mortgage Loan Seller to
    be adequate to address the situation.	Mortgage
    Loan Documents
	 	6.
     Review the Mortgage Loan Documents for an indication that a party related to the Mortgagor having financial resources estimated
    by the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Mortgage
    Loan Documents
	41d	Review
    the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged
    Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices; ESA
	42.
    Appraisal. The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months
    of the GACC Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by
    an appraiser who is either a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified
    to prepare appraisals in the state where the Mortgaged Property is located.  Each appraiser has represented in such appraisal
    or in a supplemental letter that the appraisal satisfies the requirements of	42a	Review
    the appraisal to determine if it was dated within 6 months of the GACC Mortgage Loan origination date and within 12 months of the
    Closing Date. If so determined, it will be a Test pass.	Appraisal
	42b	Review
    the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser had
    no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged	Appraisal




    	 	Exhibit QQ-C-41	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	the
                                            “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal
                                            Standards Board of the Appraisal Foundation and has certified that such appraiser had no
                                            interest, direct or indirect, in the Mortgaged Property or the Borrower or in any loan made
                                            on the security thereof, and its compensation is not affected by the approval or disapproval
                                            of the GACC Mortgage Loan.

		Property.
    If so determined, it will be a Test pass.	
	42c	Review
    the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and/or
    has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located, and that the appraiser's
    compensation is not affected by the approval or disapproval of the GACC Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	42d	Review
    the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
    of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal
    Foundation. If so determined, it will be a Test pass.	Appraisal
	43.
    Mortgage Loan Schedule. The information pertaining to each GACC Mortgage Loan which is set forth in the mortgage loan schedule
    attached as Exhibit A to the Mortgage Loan Purchase Agreement is true and correct in all material respects as of the
    Cut-off Date and contains all information required by the Mortgage Loan Purchase Agreement to be contained therein.	43a	Review
    the Mortgage Loan Schedule attached as an exhibit to the related GACC Mortgage Loan Purchase Agreement and compare it to the corresponding
    information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report to determine
    if there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.	Mortgage
    Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report
	43b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
    it will be a Test pass.	Mortgage
    Loan Schedule; PSA
	44.
    Cross-Collateralization. No GACC Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside
    the Trust, except (i) with respect to any GACC Mortgage Loan that is part of a Whole Loan, any other mortgage loan that is part of
    such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan that is part of a Whole Loan that is cross-collateralized
    and cross-defaulted with such Mortgage Loan or with a Whole	44	Review
    the Mortgage Loan Documents to determine if the GACC Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage
    Loan that is outside the Mortgage Pool, except (i) with respect to any GACC Mortgage Loan that is part of a Whole Loan, any other
    mortgage loan that is part of such Whole Loan and (ii) with respect to any Crossed	Mortgage
    Loan Documents




    	 	Exhibit QQ-C-42	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	Loan
of which such Mortgage Loan is a part.		Mortgage Loan, any mortgage loan that is part of a Whole Loan that is cross-collateralized and cross-defaulted with such GACC Mortgage Loan or with a Whole Loan of which such GACC Mortgage Loan is a part. If not so determined, it will be a Test pass.	
	45. Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds has been made by the Mortgage Loan Seller to the related Borrower other than in accordance with the Loan Documents, and, to the Mortgage Loan Seller’s knowledge, no funds have been received from any person other than the related Borrower or an affiliate for, or on account of, payments due on the GACC Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents).  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Borrower under a GACC Mortgage Loan, other than contributions made on or prior to the Closing Date.	45a	Review the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made by the Mortgage Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, or that funds have been received from any person other than the related Mortgagor or an Affiliate for, or on account of, payments due on the GACC Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents). If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	45b	Review the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution to the Mortgagor under a GACC Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.	Mortgage Loan Documents
	46. Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the GACC Mortgage Loan, the failure to comply with which would have a material adverse effect on the GACC Mortgage Loan.	46	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any GACC Mortgage Loan, the failure to comply with which would have a material adverse effect on the GACC Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices


 




    	 	Exhibit QQ-C-43	 



     


    


EXHIBIT QQ-D


GSMC ASSET REVIEW PROCEDURES




Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“PSA”),
the Asset Representations Reviewer (“Asset Representations Reviewer”) shall perform an Asset Review with respect to
each representation and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with
the procedures set forth below (each such procedure, a “Test”); provided, however, the Asset Representations
Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in this Exhibit QQ-D
if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to
modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.
Capitalized terms used herein but not defined herein have the meaning set forth in the PSA or, solely with respect to a representation
and warranty, the meaning set forth in the related mortgage loan purchase agreement where German American Capital Corporation is the Seller
(the “GSMC Mortgage Loan Purchase Agreement”). For the avoidance of doubt, in connection with the performance of the
following Tests:


		(A)	With respect to any representation and warranty that includes a knowledge qualifier (e.g., to the
Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review
beyond that set forth in the applicable Test related to such representation and warranty;



		(B)	With respect to any representation and warranty that includes the examination of an insurance policy or
Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable
policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.



		(C)	The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal
review or legal conclusion;



		(D)	Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;



		(E)	Unless otherwise provided in the Test, if there is more than one version of the same document with respect
to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is
the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;



		(F)	With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer
shall take into account any exceptions to such representation and warranty described in the GSMC Mortgage Loan Purchase Agreement with
respect to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to





    	 	Exhibit QQ-D-1	 



     


    


such Test if the sole reason for not
satisfying the applicable Test is caused by such exception(s);


		(G)	Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations
Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation
included in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and



		(H)	A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.



The Asset Representations Reviewer will only
be required to perform the Tests described in this Exhibit QQ-D, and will not be obligated to perform additional procedures on
any Delinquent Loan, even if a different set of procedures or Review Materials could produce a different outcome. Notwithstanding the
required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials
specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under
no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations
Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in
addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a
Test pass.




    	 	Exhibit QQ-D-2	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	1.
    Whole Loan; Ownership of Mortgage Loans. Except with respect to a GSMC Mortgage Loan that is part of a Whole Loan, each GSMC
    Mortgage Loan is a whole loan and not a participation interest in a GSMC Mortgage Loan.  Each GSMC Mortgage Loan that is
    part of a Whole Loan is a senior or pari passu portion of a whole loan evidenced by a senior or pari passu note.  At
    the time of the sale, transfer and assignment to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than
    assignments to the Mortgage Loan Seller), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole
    owner of, each GSMC Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other
    ownership interests on, in or to such GSMC Mortgage Loan other than any servicing rights appointment, or similar agreement, any Other
    PSA with respect to a Non-Serviced GSMC Mortgage Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender
    Agreement. The Sponsor has full right and authority to sell, assign and transfer each GSMC Mortgage Loan, and the assignment to Depositor
    constitutes a legal, valid and binding assignment of such GSMC Mortgage Loan free and clear of any and all liens, pledges, charges
    or security interests of any nature encumbering such GSMC Mortgage Loan other than the rights of the holder of a related Companion
    Loan pursuant to a Co-Lender Agreement.	1a	Review
    the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage
    Loan Schedule.  If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is more
    than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a
    Test pass.	Mortgage;
    Mortgage Note; Loan agreement related to the GSMC Mortgage Loan (“Loan Agreement”); Mortgage Loan guaranty; Assignment
    of Leases, Rents and Profits; and Environmental Indemnity Agreement (collectively, the “Mortgage Loan Documents”);
    Mortgage Loan Schedule.
	1b	Review
    any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with
    respect to any Delinquent Loan (collectively, the “MS Servicer Notices”) for notation of any Mortgage Note or
    Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Non-Serviced
    Mortgage Loan, to the related Non-Serviced Trustee for the Other Securitization), participation or pledge, or that the Mortgage Loan
    Seller did not have good title to, and was the sole owner of, each GSMC Mortgage Loan free and clear of any and all liens, charges,
    pledges, encumbrances, participations, any other ownership interests on, in or to such GSMC Mortgage Loan other than any servicing
    rights appointment or similar agreement. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	1c	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority
    to sell, assign and transfer the GSMC Mortgage Loan. If such notation is not found, it will be a Test pass.	MS
    Servicer Notices
	1d	Review
    the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the Purchaser not constituting a legal,
    valid and binding assignment of such GSMC Mortgage Loan free and clear of any and all liens, pledges, charges or security interests
    of any nature encumbering such GSMC	MS
    Servicer Notices




    	 	Exhibit QQ-D-3	 



     


    


 


	Representations
    and Warranties	 	Test	Review
    Materials
	 		Mortgage Loan. If such notation is not found, it will be a Test pass.	
	
    2. Loan Document Status. Each related Mortgage Note, Mortgage,
    Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor
    or other obligor in connection with such GSMC Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor
    or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency
    or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such
    enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting
    the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement
    is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation,
    provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or
    may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above)
    such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the Mortgagee’s
    realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard
    Qualifications”).

    Except as set forth in the immediately preceding sentence, there
    is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related
    Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right
    based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the GSMC Mortgage Loan, that would deny the
    Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.
	2a	Review the opinion of Mortgagor’s counsel (“Mortgagor’s Counsel Opinion”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such GSMC Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.	Mortgagor’s Counsel Opinion
	2b	Review the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the GSMC Mortgage Loan, that would deny the Mortgagee (as defined in the related GSMC Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.	MS Servicer Notices




    	 	Exhibit QQ-D-4	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	3.
    Mortgage Provisions. The Loan Documents for each GSMC Mortgage Loan contain provisions that render the rights and remedies
    of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security
    intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations
    set forth in the Standard Qualifications.	3	Review
    the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions
    that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of
    the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial
    foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion
	4.
    Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage
    File or as otherwise provided in the related Mortgage Loan documents (a)(1) there has been no forbearance, waiver or modification
    of the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID Emergency and other
    than as related to the COVID Emergency, the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Mortgage
    Loan documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect;
    (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which
    materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion
    of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has been released from its material obligations
    under the Mortgage Loan. With respect to each GSMC Mortgage Loan, except as contained in a written document included in the Mortgage
    File, there have been no modifications, amendments or waivers, that could be reasonably expected to have a material adverse effect
    on such Mortgage Loan that have been consented to by the Mortgage Loan Seller on or after October 2, 2020.	4a	Review
    the Mortgage Loan Documents and MS Servicer Notices for a notation or other indication of any claim or assertion that, since origination,
    there has been forbearance, waiver or modification of the material terms of the Mortgage Loan which such forbearance, waiver or modification
    relates to the COVID Emergency, except by written instruments set forth in the related Mortgage File or as otherwise provided in
    the related Mortgage Loan Documents. If no such notation or other indication is found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	4b	Review
    the MS Servicer Notices and Mortgage Loan Documents for an indication that, other than as related to the COVID Emergency, the material
    terms of such documents have been waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect
    since origination through the Closing Date, except by written instruments set forth in the related Mortgage File or as otherwise
    provided in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	4c	Review
    the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has
    been released from the lien of the related Mortgage through the Closing Date in any manner which materially interferes with	MS
    Servicer Notices; Mortgage Loan Documents




    	 	Exhibit QQ-D-5	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it will be a Test pass.	
	
    4d

     
	
    Review the MS Servicer Notices and Mortgage Loan Documents for notation
    that neither the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan prior
    to the Closing Date, except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage
    Loan Documents. If no such notation is found, it will be a Test pass.

     
	
    MS Servicer Notices; Mortgage Loan Documents

     

	5. Lien; Valid Assignment.   Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases to the Issuing Entity (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee) constitutes a legal, valid and binding assignment to the Issuing Entity (or, with respect to a Non-Serviced Mortgage Loan, to the related Non-Serviced Trustee).  Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.  Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the GSMC Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such GSMC Mortgage Loan or allocated loan amount (subject only to 	5a	Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage or Assignment of Leases, Rents and Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related Non-Serviced Trustee) not constituting a legal, valid and binding assignment to the Trust (or, with respect to a Non-Serviced Mortgage Loan, the related Non-Serviced Trustee), subject to the Standard Qualifications. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	5b	Review the related Mortgage and the Assignment of Leases, Rents and Profits for each property for 	Mortgage; Assignment of Leases, Rents and Profits






 



    	 	Exhibit QQ-D-6	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	Permitted
                                            Encumbrances (as defined below) and the exceptions to representations and warranties 6 set
                                            forth on Annex G-2 of the related GSMC Mortgage Loan Purchase Agreement (each such exception,
                                            a “Title Exception”)), except as the enforcement thereof may be limited by the
                                            Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances
                                            and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Mortgage
                                            Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens,
                                            recorded materialmen’s liens and other recorded encumbrances which are prior to or
                                            equal with the lien of the related Mortgage, except those which are bonded over, escrowed
                                            for or insured against by a lender’s title insurance policy (as described below), and,
                                            to the Mortgage Loan Seller’s knowledge and subject to the rights of tenants (as tenants
                                            only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights
                                            exist which under law could give rise to any such lien or encumbrance that would be prior
                                            to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed
                                            for or insured against by a lender’s title insurance policy (as described below).  Notwithstanding
                                            anything in this representation to the contrary, no representation is made as to the perfection
                                            of any security interest in rents or other personal property to the extent that possession
                                            or control of such items or actions other than the filing of Uniform Commercial Code financing
                                            statements is required in order to effect such perfection.

	 	provisions
    to the effect that the related Mortgage and Assignment of Leases, Rents and Profits is not freely assignable without the consent
    of the related Mortgagor. If no such provision is found, it will be a Test pass.	 
	5c	Review
                                            the Title Policy (as defined in representation and warranty 6) to determine if the related
                                            Mortgage is a first lien on the related Mortgagor’s fee (or with respect to those Mortgage

    Loans described in representation
    and warranty 35 hereof, leasehold) interest in the Mortgaged Property. Compare the amount of the Title Policy to the principal amount
    of the GSMC Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made,
    it will be a Test pass.
	Title
    Policy; Mortgage; Mortgage Loan Schedule
	5d	Review
    the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s
    liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related
    Whole Loan, in the case of a GSMC Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions
    and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined, it will be a
    Test pass.	Title
    Policy
	5e	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan
    Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s
    liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the
    related Whole Loan, in the case of a GSMC Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions
    and those which are bonded over, escrowed	MS
    Servicer Notices




    	 	Exhibit QQ-D-7	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 		 for or insured against by the applicable Title Policy). If such a notation or other indication is not found, it will be a Test pass.	
	5f	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a GSMC Mortgage Loan that is part of a Whole Loan), except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the a lender’s title insurance policy. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	5g	Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on the related Mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	6.
Permitted Liens; Title Insurance.  Each Mortgaged Property securing a GSMC Mortgage Loan is covered by an American Land
Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a
“marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal
amount of such GSMC Mortgage Loan (or with respect to a GSMC Mortgage Loan secured by multiple properties, an amount equal to at least
the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances
held in escrow or reserves), that insures 	6a	Review the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the amount of the GSMC Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.	Title Policy; Mortgage Loan Documents
	6b	Review the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related 	Title Policy







    	 	Exhibit QQ-D-8	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	for
                                            the benefit of the owner of the indebtedness secured by the Mortgage, the first priority
                                            lien of the Mortgage, which lien is subject only to (a) the lien of current real property
                                            taxes, water charges, sewer rents and assessments due and payable but not yet delinquent;
                                            (b) covenants, conditions and restrictions, rights of way, easements and other matters
                                            of public record; (c) the exceptions (general and specific) and exclusions set forth
                                            in such Title Policy; (d) other matters to which like properties are commonly subject;
                                            (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining
                                            to the related Mortgaged Property and condominium declarations; (f) if the related GSMC
                                            Mortgage Loan constitutes a Cross-Collateralized GSMC Mortgage Loan, the lien of the Mortgage
                                            for another GSMC Mortgage Loan contained in the same Crossed Group; and (g) if the related
                                            GSMC Mortgage Loan is part of a Whole Loan, the rights of the holder(s) of any related Companion
                                            Loan(s) pursuant to the related Co-Lender Agreement; provided that none of items (a) through
                                            (g), individually or in the aggregate, materially and adversely interferes with the value
                                            or current use of the Mortgaged Property or the security intended to be provided by such
                                            Mortgage or the Mortgagor’s ability to pay its obligations when they become due (collectively,
                                            the “Permitted Encumbrances”).  Except as contemplated by clauses (f) and
                                            (g) of the preceding sentence, none of the Permitted Encumbrances are mortgage liens that
                                            are senior to or coordinate and co-equal with the lien of the related Mortgage.  Such
                                            Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in
                                            full force and effect, all premiums thereon have been paid and no claims have been made by
                                            the Mortgage Loan Seller thereunder and no claims have been paid thereunder. Neither the
                                            Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge, any other holder
                                            of the GSMC Mortgage Loan, has done, by act or omission, anything that would materially impair
                                            the coverage under such Title Policy..
	 	Whole
    Loan, in the case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation
    and warranty 7. If so determined, it will be a Test pass.	 
	6c	Review
    the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the
    lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If not
    so determined, it will be a Test pass.	Title
    Policy
	6d	Review
    the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect as
    of the Closing Date, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no
    such notation or other indication is found, it will be a Test pass.	Title
    Policy; MS Servicer Notices
	6e	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the GSMC Mortgage
    Loan, has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other
    indication is not found, it will be a Test pass.	MS
    Servicer Notices
	7.
    Junior Liens. It being understood that B notes secured by the same Mortgage as a GSMC Mortgage Loan are not subordinate mortgages
    or junior liens, except for any GSMC Mortgage Loan that is cross-collateralized and cross-defaulted with another GSMC Mortgage Loan,
    there are no subordinate mortgages or junior liens securing the payment of money encumbering the related 	7a	Review
    the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property, except
    for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.	Title
    Policy
	7b	Review
    the Title Policy to determine if, as of 	Title
    Policy



 






    	 	Exhibit QQ-D-9	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgaged
    Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which
    are the subject of the representation in paragraph (5) above), and equipment and other personal property financing).  Except
    as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement, the Mortgage Loan Seller has no knowledge of
    any mezzanine debt secured directly by interests in the related Mortgagor.	 	origination
    and the Cut-off Date, there are no subordinate mortgages or junior mortgage liens securing the payment of money encumbering the related
    Mortgaged Property other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s
    liens and equipment and other personal property financing. If so determined, it will be a Test pass.	 
	7c	Review
    the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule B-1 to Exhibit B of the GSMC Mortgage
    Loan Purchase Agreement, the Mortgage Loan Seller had knowledge of: (1) any mezzanine debt secured directly by interests in the related
    Mortgagor or (2) any subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property
    (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices; GSMC Mortgage Loan Purchase Agreement
	8.
    Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate
    instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related
    Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest
    in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise
    certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related
    leased property, except as the enforcement thereof may be limited by the Standard Qualifications.  The related Mortgage
    or related Assignment of Leases, subject to applicable law, provides that, upon an event of default under the GSMC Mortgage Loan,
    a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect
    the rents or for rents to be paid directly to the Mortgagee.	8a	Review
    the Mortgage File to determine if an Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into
    the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.	Mortgage
    File; Assignment of Leases, Rents and Profits
	8b	Review
    the Title Policy to determine if, subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of a GSMC Mortgage
    Loan that is part of a Whole Loan, subject to the related Assignment of Leases, Rents and Profits constituting security for the entire
    Whole Loan) the Mortgage, or any related Assignment of Leases, Rents and Profits, has been recorded, and creates a valid first-priority
    collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease
    or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations
    of the lessor under such	Title Policy; Mortgage; Assignment of Leases, Rents and Profits




    	 	Exhibit QQ-D-10	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		 lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect to each part of this Test, it will be a Test pass.	
	8c	Review the Assignment of Leases, Rents and Profits (either as a separate instrument or incorporated into the related Mortgage) to determine if the related Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an event of default under the GSMC Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.	Assignment of Leases, Rents and Profits; Mortgage
	9. UCC Filings.  If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the GSMC Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related GSMC Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be.  Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above.  No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or 	9	If the related Mortgaged Property is operated as a hospitality property, review the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices




    	 	Exhibit QQ-D-11	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	actions
    other than the filing of UCC financing statements are required in order to effect such perfection.	 	 	 
	10. Condition of Property.
    The Sponsor or the originator of the GSMC Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within
    six months of origination of the GSMC Mortgage Loan and within thirteen months of the Cut-off Date.

    An engineering report or property
    condition assessment was prepared in connection with the origination of each GSMC Mortgage Loan no more than thirteen months prior
    to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily performed in connection
    with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of
    any material damage (other than deferred maintenance for which escrows were established at origination) that would affect materially
    and adversely the use or value of such Mortgaged Property as security for the GSMC Mortgage Loan.
	10a	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months of the
    origination date. If so determined, it will be a Test pass.	Engineering
    report; Property condition assessment
	10b	Review
    the engineering report or property condition assessment in the Mortgage File to determine if it was dated no more than twelve months
    prior to the Cut-off Date.  Review the engineering report or property condition assessment to confirm that each related
    Mortgaged Property is free of material damage. If so determined with respect to each part of the Test, it will be a Test pass.	Engineering
    report; Property condition assessment
	10c	Review
    the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical
    condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use
    of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed
    in sub-clauses (i), (ii) and (iii) of this representation and warranty 11. If such a notation or other indication is not found, it
    will be a Test pass.	MS
    Servicer Notices
	11.
    Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without
    limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would
    be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect
    of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such
    payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty,
    real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof	11	Review
    the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding governmental
    charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related
    Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have
    come delinquent in respect of the Mortgaged Property have not been paid, or an escrow of funds has been established in an amount
    sufficient to cover such payments and reasonably estimated interest and penalties, if any,	MS
    Servicer Notices




    	 	Exhibit QQ-D-12	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	shall
    not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon
    and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.		thereon.
    If such a notation or other indication is not found, it will be a Test pass.	
	12.
    Condemnation. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there
    is no proceeding pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off
    Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material
    adverse effect on the value, use or operation of the Mortgaged Property.	12	Review
    the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for the total or partial condemnation
    of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other indication that the
    Mortgage Loan Seller had knowledge as of the Cut-off Date and as of the origination date of any such proceeding that would have a
    material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found,
    it will be a Test pass.	MS
    Servicer Notices
	13.
    Actions Concerning Mortgage Loan. As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the
    Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor,
    guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially
    and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of
    the Mortgage, (c) such Mortgagor’s ability to perform under the related GSMC Mortgage Loan, (d) such guarantor’s
    ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the GSMC
    Mortgage Loan documents or (f) the current principal use of the Mortgaged Property.	13a	Review
    the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed
    action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor's interest
    in the Mortgaged Property that existed on the origination date. If such an indication is not found, it will be a Test pass.	Mortgage
    Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices
	13b	Review
    the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration
    or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely
    affect the matters set forth in clauses (a)-(f) of representation and warranty 14. If any such adverse outcome would not reasonably
    be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 14, it will be a Test pass.	MS
    Servicer Notices
	14.
    Escrow Deposits. All escrow deposits and payments required to be escrowed with Mortgagee pursuant to each GSMC Mortgage Loan
    are in the possession, or under the control, of the Mortgage	14a	Review
    the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed with the lender
    pursuant to	MS Servicer Notices




    	 	Exhibit QQ-D-13	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	Loan
    Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith,
    and all such escrows and deposits (or the right thereto) that are required to be escrowed with Mortgagee under the related Loan Documents
    are being conveyed by the Mortgage Loan Seller to Depositor or its servicer.		each
    GSMC Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will
    be a Test pass.	
	14b	Review
    the MS Servicer Notices to determine if all escrows and deposits required pursuant to the GSMC Mortgage Loan have been conveyed by
    the Mortgage Loan Seller to the Purchaser or its servicer (or, with respect to any Non-Serviced Mortgage Loan, to the related Non-Serviced
    Depositor or Non-Serviced Master Servicer). If so determined, it will be a Test pass.	MS
    Servicer Notices
	15.
    No Holdbacks. The Stated Principal Balance as of the Cut-off Date of the GSMC Mortgage Loan set forth on the mortgage loan
    schedule attached as Exhibit A to the Mortgage Loan Purchase Agreement has been fully disbursed as of the Closing Date and there
    is no requirement for future advances thereunder (except in those cases where the full amount of the GSMC Mortgage Loan has been
    disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating
    to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined
    by the Mortgage Loan Seller to merit such holdback).	15a	Review
    the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount
    of the GSMC Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.	Mortgage
    Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement
	15b	Review
    the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those cases where
    the full amount of the GSMC Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending
    the satisfaction of certain conditions relating to leasing, repairs, or other matters with respect to the related Mortgaged Property,
    the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be
    a Test pass.	Mortgage
    Loan Documents
	16. Insurance. Each
    related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing
    coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form”
    that includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan documents and meeting
    the Insurance Rating Requirements (as defined below), in an amount (subject to a customary deductible) not less than the lesser of
    (1) the original principal balance of the related GSMC Mortgage Loan and (2) the full insurable value on a	16a	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy
    providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
    form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents
    and the Insurance	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    	 	Exhibit QQ-D-14	 



     


    






	Representations
    and Warranties	 	Test	Review
    Materials
	
    replacement cost basis of the improvements, furniture, furnishings,
fixtures and equipment owned by the related mortgagor and included in such Mortgaged Property (with no deduction for physical depreciation),
but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any
coinsurance provisions with respect to the related Mortgaged Property.

    “Insurance Ratings Requirements” means either (i) a
    claims paying or financial strength rating of any of the following; (a) at least “A-:VIII” from A.M. Best Company, (b) at
    least “A3” (or the equivalent) from Moody’s Investors Service, Inc. or (c) at least “A-” from S&P Global
    Ratings or (ii) the Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided
    by a syndicate of insurers, as to which (i) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided
    by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of such term) and up to 40% of the coverage
    is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings
    or at least “Baa3” by Moody’s Investors Service, Inc., and (ii) if such syndicate consists of 4 or fewer members, at
    least 75% of the coverage is provided by insurers that meet the Insurance Ratings Requirements (under clause (1) of the definition of
    such term) and up to 25% of the coverage is provided by insurers that have a claims paying or financial strength rating of at least “BBB-”
    by S&P Global Ratings or at least “Baa3” by Moody’s Investors Service, Inc.

    Each related Mortgaged Property is also covered, and required to
    be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which (subject to a customary deductible)
    covers a period of not less than 12 months (or with respect to each GSMC Mortgage Loan on a single asset with a principal balance of $50
    million or more, 18 months).

    If any material part of the improvements, exclusive of a parking
lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as a
“Special Flood Hazard Area,” the related Mortgagor is required to maintain insurance in the maximum amount available
		 Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of any GSMC Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.	
	16b	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	16c	Review the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a GSMC Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.	Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16d	Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	16e	Review the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency 	Mortgage Loan Documents; Survey; Insurance Summary Report



 


 






    	 	Exhibit QQ-D-15	 



     


    










	Representations
    and Warranties	 	Test	Review
    Materials
	under
                                            the National Flood Insurance Program (irrespective of whether such coverage is provided pursuant
                                            to a National Flood Insurance Program policy or through a private policy), plus such additional
                                            flood coverage in an amount as is generally required by the Mortgage Loan Seller for comparable
                                            mortgage loans intended for securitization.


If the Mortgaged Property is located
within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related
Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by
an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
named storms, in an amount not less than the lesser of (1) the original principal balance of the GSMC Mortgage Loan and (2) 100% of the
full insurable value on a replacement cost basis of the improvements and personalty and fixtures included in the related Mortgaged Property
by an insurer meeting the Insurance Rating Requirements.


The Mortgaged Property is covered,
and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer
meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily
injury and death) in amounts as are generally required by prudent institutional commercial mortgage lenders, and in any event not less
than $1 million per occurrence and $2 million in the aggregate.


An architectural or engineering consultant
has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and
seismic condition of such property, for the sole purpose of assessing the scenario expected limit (“SEL”) for the Mortgaged
Property in the event of an earthquake. In such instance, the SEL was based on a 475-year return period, an exposure period of 50 years
and a 10% probability of exceedance. If the resulting report concluded that the SEL would exceed 20% of the amount of the replacement
costs of the improvements, earthquake insurance on such Mortgaged
	 	Management
    Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor
    maintains insurance in the maximum amount available under the National Flood Insurance Program plus such additional excess flood
    coverage in an amount as is generally required by the Mortgage Loan Seller originating mortgage loans for securitization. If so determined,
    it will be a Test pass.	 
	16f	If
    the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South
    Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm
    related perils and/or “named storms” or endorsement covering damage from windstorm and/or windstorm related perils and/or
    named storms in an amount not less than the lesser of (1) the original principal balance of the GSMC Mortgage Loan and (2) 100% of
    the full insurable value on a replacement cost basis of the improvements, and personalty and fixtures owned by the Mortgagor and
    included in the related Mortgaged Property by an insurer meeting the Insurance Rating Requirements. If so determined with respect
    to each part of this Test, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16g	Review
    the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review
    the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered,
    and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued
    by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury
    (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization,
    and in any event not less than $1 million per occurrence 	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
    Mortgage Loan Documents







    	 	Exhibit QQ-D-16	 



     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	Property
                                       was obtained from an insurer rated at least “A:VIII” by A.M. Best Company or “A3”
                                       (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P
                                       Global Ratings in an amount not less than 100% of the SEL.


The Loan Documents require insurance
proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged
Property, with respect to all property losses in excess of 5% of the original or the then outstanding principal amount of the related
GSMC Mortgage Loan (or related Whole Loan), the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds
as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such GSMC Mortgage Loan together
with any accrued interest thereon.


All premiums on all insurance policies
referred to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the Mortgagee
under the GSMC Mortgage Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case
of the general liability insurance policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee
(or, in the case of a Mortgage Loan that is a Non-Serviced GSMC Mortgage Loan, the applicable trustee under the Other PSA). Each related
GSMC Mortgage Loan obligates the related Mortgagor to maintain (or cause to be maintained) all such insurance and, at such Mortgagor’s
failure to do so, authorizes the Mortgagee to maintain (or cause to be maintained) such insurance at the Mortgagor’s reasonable
cost and expense and to charge such Mortgagor for related premiums. All such insurance policies (other than commercial liability policies)
require at least 10 days’ prior notice to the Mortgagee of termination or cancellation arising because of nonpayment of a
premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or such lesser period, not less
than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium and no such notice
has been received by the Mortgage Loan Seller.

	 	and
    $2 million in the aggregate. If so determined, it will be a Test pass.	 
	16h	Review
    the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the
    seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the sole purpose
    of assessing either the scenario expected limit (“SEL”) or the probable maximum loss (“PML”)
    for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years and
    a 10% probability of exceedance. If so determined, it will be a Test pass.	Property
    condition assessment; Seismic engineering study
	16i	Review
    the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
    review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement
    costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so
    determined, determine if the insurer is rated at least “A:VIII” by A.M. Best Company or “A3” (or the equivalent)
    from Moody’s Investors Service, Inc. or “A-” by S&P Global Ratings. The insurance amount should be not less
    than 100% of the SEL or the PML, as applicable. If so determined with respect to each part of the Test, it will be a Test pass.	Seismic
    engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or
    certificates of insurance)
	16j	Review the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the GSMC Mortgage Loan, the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance 	Mortgage
    Loan Documents




    	 	Exhibit QQ-D-17	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 		of
    such GSMC Mortgage Loan or Whole Loan, as applicable, together with any accrued interest thereon. If such provisions are found, it
    will be a Test pass.	
	16k	Review
    the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a
    notation or other indication is found, it will be a Test pass.	MS
    Servicer Notices
	16l	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if the insurance policies name the lender under any GSMC Mortgage Loan and its successors
    and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named
    or additional insured. If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16m	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in the case of a GSMC Mortgage
    Loan that is a Non-Serviced Mortgage Loan, the applicable trustee under the Other PSA). If so determined, it will be a Test pass.	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)
	16n	Review
    the Mortgage Loan Documents to determine if any GSMC Mortgage Loan obligates the Mortgagor to maintain or cause to be maintained
    all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to maintain or cause to be maintained such
    insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If so determined, it will
    be a Test pass. 	Mortgage
    Loan Documents
	16o	Review
    the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
    certificates of insurance) to determine if the insurance policies (other than	Insurance
    Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)




    	 	Exhibit QQ-D-18	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 		commercial
    liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of
    nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period,
    not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If
    so determined, it will be a Test pass.	
	16p	Review
    the MS Servicer Notices for a notation or other indication that any notice described in Test 17o may have been received by the Mortgage
    Loan Seller. If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	17.
    Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has
    direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress
    to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic)
    and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes
    one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an
    endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will
    be, made to the applicable governing authority for creation of separate tax lots, in which case the GSMC Mortgage Loan requires the
    Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until
    the separate tax lots are created.	17a	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA
    to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has
    access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined,
    it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	17b	Review
    the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA
    to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and sewer (or well
    and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property. If so determined,
    it will be a Test pass.	Zoning
    report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA
	17c	Review
    the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include
    any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy
    insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable	Title
    Policy; Survey; Mortgage Loan Documents




    	 	Exhibit QQ-D-19	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 		governing
    authority for creation of separate tax lots, in which case any GSMC Mortgage Loan requires the Mortgagor to escrow an amount sufficient
    to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If so
    determined, it will be a Test pass.	
	18.
    No Encroachments. To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination
    and the Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy
    with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each GSMC Mortgage
    Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property
    at the time of the origination of such GSMC Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments
    that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements
    were obtained under the Title Policy.  No improvements on adjoining parcels encroach onto the related Mortgaged Property
    except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which
    insurance or endorsements were obtained under the Title Policy.  No improvements encroach upon any easements except for
    encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property
    or for which insurance or endorsements were obtained under the Title Policy.	18a	Review
    the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised
    value of the Mortgaged Property at the time of the origination of such GSMC Mortgage Loan are within the boundaries of the related
    Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged
    Property or for which insurance or endorsements were obtained under the Title Policy. If so determined, it will be a Test pass.	Survey;
    Title Policy; Appraisal
	18b	Review
    the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property
    that materially and adversely affect the value and current use of such Mortgage Property and for which insurance or endorsements
    were obtained under the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy; Appraisal
	18c	Review
    the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for encroachments
    the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance
    or endorsements obtained with respect to the Title Policy. If not so determined, it will be a Test pass.	Survey;
    Title Policy; Appraisal
	19. No Contingent Interest
    or Equity Participation. No GSMC Mortgage Loan has a shared appreciation feature, any other contingent interest feature (except
    that an ARD Loan may provide for the accrual of interest in excess of the rate in effect prior to the Anticipated Repayment Date)
    or a negative amortization feature or	19	Review
    the Mortgage Loan Documents for any shared appreciation feature, any other contingent interest feature (except that an ARD Loan may
    provide for the accrual of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or a negative	Mortgage
    Loan Documents




    	 	Exhibit QQ-D-20	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	an
    equity participation by the Mortgage Loan Seller.	 	amortization
    feature or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of this Test,
    it will be a Test pass.	 
	20.
REMIC. The GSMC Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
(but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage
loans as qualified mortgages), and, accordingly, (A) the issue price of the GSMC Mortgage Loan to the related Mortgagor at origination
did not exceed the non-contingent principal amount of the GSMC Mortgage Loan and (B) either: (a) such GSMC Mortgage Loan is
secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having
a fair market value (i) at the date the GSMC Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted
issue price of the GSMC Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of
the adjusted issue price of the GSMC Mortgage Loan (or related Whole Loan) on such date, provided that for purposes hereof, the
fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest
that is senior to the GSMC Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the GSMC Mortgage Loan;
or (b) substantially all of the proceeds of such GSMC Mortgage Loan were used to acquire, improve or protect the real property which
served as the only security for such GSMC Mortgage Loan (other than a recourse feature or other third party credit enhancement within
the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If the GSMC Mortgage Loan was “significantly modified”
prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified
as a result of the default or reasonably foreseeable default of such GSMC Mortgage Loan or (y) satisfies the provisions of either
sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the GSMC Mortgage Loan was originated)
or sub-clause (B)(a)(ii), including the proviso thereto.  For purposes of the preceding sentence, a GSMC Mortgage Loan
will not be considered “significantly modified” solely by reason of the borrower having been granted a COVID-19 	20a	Review
    the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the
    non-contingent principal amount of the GSMC Mortgage Loan. If so determined, it will be a Test pass.	Origination
    settlement statement; Mortgage Loan
	20b	Review
    the most recent appraisal and Mortgage Loan Documents to determine if either (a) the GSMC Mortgage Loan is secured by an interest
    in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value
    (i) at the date the GSMC Mortgage Loan (or related Whole Loan, if applicable) was originated at least equal to 80% of the adjusted
    issue price of any GSMC Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the
    outstanding principal amount of the GSMC Mortgage Loan (or related Whole Loan) on such date, provided that for purposes of clauses
    (i) and (ii) above, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the
    real property interest that is senior to such GSMC Mortgage Loan and (B) a proportionate amount of any lien that is in parity with
    such GSMC Mortgage Loan; or (b) substantially all of the proceeds of such GSMC Mortgage Loan were used to acquire, improve or protect
    the real property which served as the only security for such GSMC Mortgage Loan (other than a recourse feature or other third-party
    credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If so determined, it will be a Test pass.	Appraisal;
    Mortgage Loan Documents
	20c	Review
    the MS Servicer Notices for an indication or other notation that the GSMC Mortgage Loan was modified prior to the Closing Date, and
    if so, if the modification was made as to result in a taxable 	MS
    Servicer Notices



 



    	 	Exhibit QQ-D-21	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	related
    forbearance provided that: (a) such GSMC Mortgage Loan forbearance is covered by Revenue Procedure 2020-26 (extended by Revenue
    Procedure 2021-12) by reason of satisfying the requirements for such coverage stated in Section 5.02(2) of Revenue Procedure 2020-26
    (extended by Revenue Procedure 2021-12); and (b) GSMC identifies such GSMC Mortgage Loan and provides (x) the date on which such
    forbearance was granted, (y) the length in months of the forbearance, and (z) how the payments in forbearance will be paid (that
    is, by extension of maturity, change of amortization schedule, etc.).Any prepayment premium and yield maintenance charges applicable
    to the GSMC Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).  All
    terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.	 	exchange
    under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage
    Loan or (y) satisfies the provisions of either sub-clause (B)(i) in the first sentence of representation and warranty 21 (substituting
    the date of the last such modification for the date any GSMC Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence
    of representation and warranty 21, including the proviso thereto. If there were any such modifications, and such a notation or other
    indication is found, it will be a Test pass.	 
	20d	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums and
    Yield Maintenance Charges applicable to any GSMC Mortgage Loan do not constitute “customary prepayment penalties”. If
    such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	21.
    Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge,
    or prepayment premiums) of such GSMC Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state
    or federal laws, regulations and other requirements pertaining to usury.	21a	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the GSMC Mortgage
    Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication
    is not found, it will be a Test pass.	MS
    Servicer Notices
	21b	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
    pertaining to the origination of any GSMC Mortgage Loan, including but not limited to, usury and any and all other material requirements
    of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a
    Test pass.	MS
    Servicer Notices
	21c	Review
    the Mortgage Loan Documents to determine if they provide that the GSMC Mortgage Loan complied with usury laws. If so determined,
    it will be a Test pass.	Mortgage
    Loan Documents
	22.
    Authorized to do Business. To the extent required under 	22 	Review
    the MS Servicer Notices for a notation or other 	MS
    Servicer Notices




    	 	Exhibit QQ-D-22	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	applicable
    law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized
    to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property
    is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such GSMC Mortgage
    Loan by the Trust.		indication
    of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior Mortgagee held the Mortgage Note, each such
    holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property
    is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially
    and adversely affect the enforceability of such GSMC Mortgage Loan by the Trust. If so determined, it will be a Test pass.	
	23.
    Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to
    the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such,
    currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law
    or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.	23	Review
    the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.	Mortgage
    Loan Documents
	24.
    Local Law Compliance. To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities,
    a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or
    other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for
    similar commercial and multifamily mortgage loans intended for securitization, there are no material violations of applicable zoning
    ordinances, building codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located
    on or forming part of each Mortgaged Property securing a GSMC Mortgage Loan as of the date of origination of such GSMC Mortgage Loan
    (or related Whole Loan, as applicable) and as of the Cut-off Date, other than those which (i) are insured by the Title Policy
    or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating
    income of the Mortgaged Property.  The terms of the Loan Documents require the Mortgagor to comply in all material respects
    with all applicable governmental regulations, zoning and building laws.	24a	Review
    the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances, building
    codes and land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming
    part of each Mortgaged Property securing a GSMC Mortgage Loan as of the date of origination of such GSMC Mortgage Loan (or related
    Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) constitute a legal non-conforming use or structure,
    as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure
    immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure
    immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii)
    are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily
    required by the Mortgage Loan Seller for loans originated for	Zoning
    Report; Title Policy




    	 	Exhibit QQ-D-23	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
			securitization
    that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not
    have a material adverse effect on the GSMC Mortgage Loan. If such indication is found, it will be a Test pass.	
	24b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable governmental
    regulations, zoning and building laws. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	25.
    Licenses and Permits. Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and
    applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the
    Mortgage Loan Seller’s knowledge based upon any of a letter from any government authorities or other affirmative investigation
    of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial and multifamily
    mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in
    effect.  The GSMC Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which
    the related Mortgaged Property is located.	25a	Review
    the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable governmental
    authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test
    pass.	Mortgage
    Loan Documents
	25b	Review
    the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge
    that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary for the operation
    of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will be a Test pass.	Mortgage
    Loan Documents; MS Servicer Notices
	25c	Review
    the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction in
    which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	26. Recourse
    Obligations. The Loan Documents for each GSMC Mortgage Loan provide that such GSMC Mortgage Loan (a) becomes full recourse
    to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated
    with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following
    events: (i) if any voluntary	26a	Review
    the Mortgage Loan Documents for each GSMC Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of the representation
    and warranty 27. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents




    	 	Exhibit QQ-D-24	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	petition
for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall
be filed by the Mortgagor; (ii) the Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be
solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers
of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Loan Documents; and (b) contains provisions
providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor
(but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis),
for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of
default under the GSMC Mortgage Loan; (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security
deposits or, alternatively, the failure of any security deposits to be delivered to Mortgagee upon foreclosure or action in lieu thereof
(except to the extent applied in accordance with leases prior to a GSMC Mortgage Loan event of default); (iii) fraud or intentional
material misrepresentation; (iv) breaches of the environmental covenants in the Loan Documents; or (v) commission of intentional
material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by
the related Mortgaged Property to prevent such waste).			
	
    27. Mortgage Releases. The terms of the related Mortgage
or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage
except (a) a partial release, accompanied by principal repayment, or partial Defeasance (as defined in (32) below, in each case,
of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion
of the Mortgaged Property and (ii) the outstanding principal balance of the GSMC Mortgage Loan, (b) upon payment in full of
such GSMC Mortgage Loan, (c) upon a Defeasance defined in (32) below, (d) releases of out-parcels that are unimproved or other
portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged
	27a	Review the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be released during the life of the GSMC Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.	Mortgage Loan Documents
	27b	Review the Mortgage Loan Documents for provisions stating that with respect to any partial release (including in connection with any partial Defeasance) described in clauses (a) or (d) of the first sentence of representation and warranty 28 either: (x) such release 	Mortgage Loan Documents



 


 



    	 	Exhibit QQ-D-25	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	Property
                                            and which were not afforded any material value in the appraisal obtained at the origination
                                            of the GSMC Mortgage Loan and are not necessary for physical access to the Mortgaged Property
                                            or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation
                                            or taking by a State or any political subdivision or authority thereof. With respect to any
                                            partial release (including in connection with any partial Defeasance) under the preceding
                                            clauses (a) or (d), either: (x) such release of collateral (i) would not constitute
                                            a “significant modification” of the subject GSMC Mortgage Loan within the meaning
                                            of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject
                                            GSMC Mortgage Loan to fail to be a “qualified mortgage” within the meaning of
                                            Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in
                                            accordance with the related Loan Documents, condition such release of collateral on the related
                                            Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately
                                            preceding clause (x). For purposes of the preceding clause (x), for all GSMC Mortgage
                                            Loans originated after December 6, 2010, if the fair market value of the real property
                                            constituting such Mortgaged Property after the release is not equal to at least 80% of the
                                            principal balance of the GSMC Mortgage Loan (or related Whole Loan)outstanding after the
                                            release, the Mortgagor is required to make a payment of principal in an amount not less than
                                            the amount required by the REMIC provisions of the Code.


With respect to any partial release
under the preceding clause (e), for all GSMC Mortgage Loans originated after December 6, 2010, the Mortgagor can be required
to pay down the principal balance of the GSMC Mortgage Loan in an amount not less than the amount required by the REMIC provisions of
the Code and, to such extent, such amount may not be required to be applied to the restoration of the Mortgaged Property or released
to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking
into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property is not
equal to at least 80% of the remaining principal balance of the GSMC Mortgage Loan (or related Whole Loan).



	 	of
    collateral (i) would not constitute a “significant modification” of the subject GSMC Mortgage Loan within the meaning
    of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject GSMC Mortgage Loan to fail to be a “qualified
    mortgage” within the meaning of Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related
    Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the
    effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the
    real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to
    the GSMC Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the GSMC Mortgage Loan)
    after the release is not equal to at least 80% of the principal balance of the GSMC Mortgage Loan or Whole Loan, as applicable, outstanding
    after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the
    REMIC Provisions. If such provisions are found, it will be a Test pass.	 
	27c	Review
    the Mortgage Loan Documents for provisions stating that in the case of any GSMC Mortgage Loan, in the event of a taking of any portion
    of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement,
    the Mortgagor can be required to pay down the principal balance of the GSMC Mortgage Loan or Whole Loans, as applicable, in an amount
    not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied
    to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the
    Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real
    property constituting the 	Mortgage
    Loan Documents



 






    	 	Exhibit QQ-D-26	 



     


    

	Representations
    and Warranties	 	Test	Review
    Materials
	No
    GSMC Mortgage Loan that is secured by more than one Mortgaged Property or that is cross-collateralized with another GSMC Mortgage
    Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to partial
    condemnation, other than in compliance with the REMIC provisions of the Code.	 	remaining
    Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the GSMC Mortgage Loan and (2) a
    proportionate amount of any lien on the real property that is in parity with the GSMC Mortgage Loan) is not equal to at least 80%
    of the remaining principal balance of the GSMC Mortgage Loan or Whole Loan, as applicable. If such provisions are found, it will
    be a Test pass.	 
	27d	Review
    the Mortgage Loan Documents for provisions stating that no GSMC Mortgage Loan that is secured by more than one Mortgaged Property
    or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion
    thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of
    the REMIC Provisions. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28.
    Financial Reporting and Rent Rolls. The GSMC Mortgage Loan documents for each GSMC Mortgage Loan require the Mortgagor to
    provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements,
    and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the
    in-place base rent and annual financial statements, which annual financial statements with respect to each GSMC Mortgage Loan with
    more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together
    with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and
    statement of income for the Mortgaged Properties on a combined basis.	28a	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly
    (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	28b	Review
    the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the GSMC Mortgage Loan with
    quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place
    base rent and annual financial statements. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	29.
    Acts of Terrorism Exclusion. With respect to each GSMC Mortgage Loan over $20 million, the related special-form all-risk insurance
    policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
    Acts of Terrorism, as defined in the Terrorism	29a	Review
    the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance
    coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy	Mortgage
    Loan Documents; Insurance coverage review document




    	 	Exhibit QQ-D-27	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	Risk
Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2019 (collectively referred to as “TRIA”),
from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With respect to each
other GSMC Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting
the Insurance Rating Requirements) did not, as of the date of origination of the GSMC Mortgage Loan, and, to the GSMC’s knowledge,
do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded,
it is covered by a separate terrorism insurance policy.  With respect to each GSMC Mortgage Loan, the related Loan Documents
do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related
thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then provided that terrorism
insurance is commercially available, the Mortgagor under each GSMC Mortgage Loan is required to carry terrorism insurance, but in such
event the Mortgagor will not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost
of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance
available with funds equal to the Terrorism Cap Amount.  The “Terrorism Cap Amount” is the specified percentage
(which is at least equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and
business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism
and earthquake components of such casualty and business interruption/rental loss insurance).		(issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.	
	29b	Review the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance policy.  If not so determined, it will be a Test pass.	Mortgage Loan Documents; Insurance Policy
	29c	Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA (as defined in representation and warranty 30), or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Exhibit C to the applicable GSMC Mortgage Loan Purchase Agreement, provided, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each GSMC Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor will not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions are not 	Mortgage Loan Documents




    	 	Exhibit QQ-D-28	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	found,
    it will be a Test pass.	 
	30.
    Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each GSMC Mortgage Loan contains a “due
    on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such GSMC Mortgage
    Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or
    complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the Mortgagee which
    are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property
    comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures,
    or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance
    with the Loan Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor,
    is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or
    transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers
    of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or
    indirect equity in the Mortgagor, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria
    identified in the related Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in
    publicly traded companies or (vi) a substitution or release of collateral within the parameters of representations and warranties
    27 and 32 in the Annex G-2 to the GSMC Mortgage Loan Purchase Agreement or the exceptions thereto set forth on Annex G-2 to the GSMC
    Mortgage Loan Purchase Agreement, or (vii) as set forth on an exhibit to the GSMC Mortgage Loan Purchase Agreement by reason
    of any mezzanine debt that existed at the origination of the related GSMC Mortgage Loan, or future permitted mezzanine debt as set
    forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered
    with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any 	30a	Review
    the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment of the unpaid
    principal balance of such GSMC Mortgage Loan in the circumstances described in the first sentence of representation and warranty
    31. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	30b	Review
    the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of
    and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and
    expenses incurred by the lender relative to such transfer or encumbrance. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents




    	 	Exhibit QQ-D-29	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	GSMC
    Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase
    money security interests (iii) any GSMC Mortgage Loan that is cross-collateralized and cross-defaulted with another GSMC Mortgage
    Loan, as set forth on an exhibit to the applicable GSMC Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The
    Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of
    and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable out-of-pocket
    fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.	 	 	 
	31.
    Single-Purpose Entity. Each GSMC Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as
    the GSMC Mortgage Loan is outstanding.  Both the Loan Documents and the organizational documents of the Mortgagor with
    respect to each GSMC Mortgage Loan with a Cut-off Date Principal Balance in excess of $5 million provide that the Mortgagor is a
    Single-Purpose Entity, and each GSMC Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s
    opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “Single-Purpose Entity” shall
    mean an entity, other than an individual, whose organizational documents (or if the GSMC Mortgage Loan has a Cut-off Date Principal
    Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect
    that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the
    GSMC Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational
    documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not
    have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness
    other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and
    accounts separate and apart from those of any other person (other than a Mortgagor for a GSMC Mortgage Loan that is cross-collateralized
    	31a	Review
    the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation
    and warranty 32) for at least as long as any GSMC Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.	Mortgage
    Loan Documents
	31b	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the GSMC Mortgage Loan. If the GSMC Mortgage Loan had a Cut-off Stated
    Principal Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational
    documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents
	31c	Review
    the Mortgage Loan Schedule for the Cut-off Date Balance of the GSMC Mortgage Loan. If the GSMC Mortgage Loan had a Cut-off Stated
    Principal Date Balance in excess of $20 million, review the Borrower’s Counsel Opinion regarding non-consolidation of the Borrower.
    If such an opinion is found, it will be a Test pass.	Mortgage
    Loan Schedule; Mortgagor’s Counsel Opinion




    	 	Exhibit QQ-D-30	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	and
    cross-defaulted with the related GSMC Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any
    other person or entity.	 	 	 
	32.
    Defeasance. With respect to any GSMC Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”),
    (i) the Loan Documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions
    specified in the Loan Documents; (ii) the GSMC Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the
    Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations
    Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled
    payments under the GSMC Mortgage Loan when due, including the entire remaining principal balance on the maturity date or, if the
    GSMC Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the related Anticipated Repayment Date  (or on
    or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if
    the GSMC Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral
    will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal
    to the lesser of (A) 110% of the allocated loan amount for the real property to be released and (B) the outstanding principal
    balance of the GSMC Mortgage Loan; (iv) the Mortgagor is required to provide a certification from an independent certified public
    accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above,
    (v) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the GSMC Mortgage
    Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such assumption) by a Single-Purpose
    Entity; (vi) the Mortgagor is required to provide an opinion of counsel that the Mortgagee has a perfected security interest
    in such collateral prior to any other claim or interest; and (vii) the Mortgagor is required to pay all rating agency fees associated
    with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses
    associated with 	32	Review
    the Mortgage Loan Documents for provisions allowing the GSMC Mortgage Loan to be defeased, and if so, whether such Mortgage Loan
    Documents contain the provisions described in clauses (i) through (vii) of representation and warranty 33. If such provisions are
    found, it will be a Test pass.	Mortgage
    Loan Documents







    	 	Exhibit QQ-D-31	 



     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	defeasance,
    including, but not limited to, accountant’s fees and opinions of counsel.	 	 	 
	33.
    Fixed Interest Rates. Each GSMC Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of
    such GSMC Mortgage Loan, except in the case of any ARD Loan and in situations where default interest is imposed.	33	Review
    the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such
    GSMC Mortgage Loan, except in the case of any ARD Loans and in situations where default interest is imposed. If such an indication
    is found, it will be a Test pass.	Mortgage
    Loan Documents
	34. Ground Leases. For
    purposes of the Mortgage Loan Purchase Agreement, a “Ground Lease” shall mean a lease creating a leasehold estate
    in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land, or
    with respect to air rights leases, the air, and buildings and other improvements, if any, comprising the premises demised under such
    lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary
    interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes
    of conferring a tax abatement or other benefit.

    With respect to any GSMC Mortgage
    Loan where the GSMC Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage
    does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease
    and any estoppel or other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns,
    the Mortgage Loan Seller represents and warrants that:

    (m)  The
Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable
for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits
the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by
such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related 
	34a	Review
    the appraisal to determine if the GSMC Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35),
    in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does
    not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through
    35q.	Appraisal;
    Title Policy; Mortgage Loan Documents
	34b	Review
    the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
    for recordation. If such indication is found, it will be a Test pass.	Title
    Policy; Mortgage Loan Documents
	34c	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of the lessee
    is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors
    or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be
    a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor
	34d	Review
    the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified or canceled
    or terminated without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since
    the origination of the GSMC Mortgage Loan except as reflected in any written instruments which are 	Ground
    Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor



 



    	 	Exhibit QQ-D-32	 



     


    










	Representations
    and Warranties	 	Test	Review
    Materials
	Mortgage.
                                       No material change in the terms of the Ground Lease had occurred since the origination of the
                                       GSMC Mortgage Loan, except as reflected in any written instruments which are included in the related
                                       Mortgage File;


(n)   The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground
Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent
of the Mortgagee;


(o)   
The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may
be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity
of the related GSMC Mortgage Loan, or 10 years past the stated maturity if such GSMC Mortgage Loan fully amortizes by the stated maturity
(or with respect to a GSMC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);


(p)   The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except
for the related fee interest of the ground lessor and the Permitted Encumbrances or (ii)  is subject to a subordination, non-disturbance
and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;


(q)   The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable
to the holder of the GSMC Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided
that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is
further assignable by the holder of the GSMC Mortgage Loan and its successors and assigns without the consent of (but with prior notice
to) the lessor;




	 	included
    in the related Mortgage File. Review the MS Servicer Notices for an indication of such consent granted by the Mortgage Loan Seller
    since the origination of the GSMC Mortgage Loan except as reflected in any instruments including in the related Mortgage File. If
    such a provision is found and no indication is found, it will be a Test pass.	 
	34e	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original term
    (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable,
    by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related GSMC Mortgage
    Loan, or ten years past the stated maturity if such GSMC Mortgage Loan fully amortizes by the stated maturity (or with respect to
    a GSMC Mortgage Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a
    Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor
	34f	Review
    the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior to, or
    of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or
    (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest
    in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.	Title
    Policy; SNDA
	34g	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease does
    not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder
    of the GSMC Mortgage Loan and its successors and assigns without the consent of the lessor thereunder. If such indication is found,
    it will be a Test 	Ground
    Lease; estoppel



 



    	 	Exhibit QQ-D-33	 



     


    







	Representations
    and Warranties	 	Test	Review
    Materials
	(r)    The
                                            Sponsor has not received any written notice of material default under or notice of termination
                                            of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material
                                            default under such Ground Lease and no condition that, but for the passage of time or giving
                                            of notice, would result in a material default under the terms of such Ground Lease and to
                                            the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect
                                            as of the Closing Date;


(s)    The
Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of
any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to
the Mortgagee;


(t)    The
Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the
lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s
receipt of notice of any default before the lessor may terminate the Ground Lease;


(u)   The
Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial
mortgage lender;


(v)   Under
the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together),
any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de
minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in subpart
(k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds
are in excess of the threshold amount specified in the related Loan Documents) the Mortgagee or a trustee appointed by it having the
right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding 

	pass.	 	 
	34h	Review
    the Ground Lease for an indication that in the event it is so assigned, it is further assignable by the holder of the GSMC Mortgage
    Loan and its successors and assigns without the consent of the lessor. If such indication is found, it will be a Test pass.	Ground
    Lease 
	34i	Review
    the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice
    of termination of such Ground Lease. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	34j	Review
    the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground
    Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such
    Ground Lease. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	34k	Review
    the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force
    and effect as of the Closing Date. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	34l	Review
    the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give to
    the lender written notice of any default, and provide that no notice of default or termination is effective against the lender unless
    such notice is given to the lender. If such provisions are found, it will be a Test pass.	Ground
    Lease; ancillary agreement
	34m	Review
    the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where necessary,
    sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default
    under the Ground Lease which is 	Ground
    Lease and Related Documents



 


 



    	 	Exhibit QQ-D-34	 



     


    




	Representations
    and Warranties	 	Test	Review
    Materials
	principal
                                       balance of the GSMC Mortgage Loan, together with any accrued interest;


(w)  
In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and
the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the ground lessee’s
interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration,
will be applied first to the payment of the outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest;
and




(x)    Provided
that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease
with the Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
	 	curable
    after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease. If such provisions are
    found, it will be a Test pass.	 
	34n	Review
    the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans originated
    for securitization. If no such provisions are found, it will be a Test pass.	Ground
    Lease
	34o	Review
    the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage Loan
    Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground
    lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially
    total loss or taking as addressed in clause (34(k)) will be applied either to the repair or to restoration of all or part of the
    related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage
    Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration
    progresses, or to the payment of the outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest.
    If such indications are found, it will be a Test pass.	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents
	34p	Review
    the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an indication
    that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
    and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the
    ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the
    extent	Ground
    Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents




    	 	Exhibit QQ-D-35	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	 		 not applied to restoration, will be applied first to the payment of the outstanding principal balance of the GSMC Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.	
	34q	Review the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.	Ground Lease
	35. Servicing. The servicing and collection practices used by the Mortgage Loan Seller with respect to the GSMC Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.	35	Review the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller with respect to the GSMC Mortgage Loan was not in all material respects legal, or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.	MS Servicer Notices
	36. Origination and Underwriting. The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each GSMC Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such GSMC Mortgage Loan (or the related Whole Loan, as applicable) and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such GSMC Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the GSMC Mortgage Loan Purchase Agreement.	36	Review the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each GSMC Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such GSMC Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such GSMC Mortgage Loan; provided that representation and warranty 37 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the GSMC Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.	MS Servicer Notices; GSMC Mortgage Loan Purchase Agreement




    	 	Exhibit QQ-D-36	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	37.
    No Material Default; Payment Record. No GSMC Mortgage Loan has been more than 30 days delinquent, without giving effect
    to any grace or cure period, in making required debt service payments since origination, and no GSMC Mortgage Loan is more than 30 days
    delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To the Mortgage
    Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the
    related GSMC Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time
    or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of
    acceleration, which default, breach, violation or event of acceleration, in the case of either (a) or (b), materially and adversely
    affects the value of the GSMC Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however,
    that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains
    to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in this Annex
    G-1 (including, but not limited to, the prior sentence).  No person other than the holder of such GSMC Mortgage Loan may
    declare any event of default under the GSMC Mortgage Loan or accelerate any indebtedness under the GSMC Mortgage Loan documents.	37a	Review
    the MS Servicer Notices for notation that (i) the GSMC Mortgage Loan has been more than 30 days delinquent, giving effect to any
    grace or cure period, in making required payments as of the Closing Date, or (ii) the GSMC Mortgage Loan was delinquent beyond any
    applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	37b	Review
    the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or
    event of acceleration existing under the related GSMC Mortgage Loan, or (b) an event (other than payments due but not yet delinquent)
    which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default,
    breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause
    (a) or clause (b), materially and adversely affects the value of the GSMC Mortgage Loan or the value, use or operation of the related
    Mortgaged Property. If no such notation is found, it will be a Test pass.	MS
    Servicer Notices
	38.
    Bankruptcy. As of the date of origination of the related GSMC Mortgage Loan and to the Mortgage Loan Seller’s knowledge
    as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof,
    is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy,
    insolvency or similar proceeding.	38	Review
    the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a Mortgagor, guarantor or tenant occupying
    a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication
    or notation is found, it will be a Test pass.	Lexis/Nexis
    (or comparable) search; MS Servicer Notices
	39.
    Organization of Mortgagor. With respect to each GSMC Mortgage Loan, in reliance on certified copies of the organizational
    documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such GSMC Mortgage Loan (or the related
    Whole Loan, as applicable), the Mortgagor is an entity organized under the laws of a state of the	39a	Review
    the organizational documents of the Mortgagor to determine if there are certified copies indicating that the Mortgagor is an entity
    organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.
    If such indication is found, it will be a Test pass.	Organizational
    Documents of the Mortgagor




    	 	Exhibit QQ-D-37	 



     


    





	Representations
    and Warranties	 	Test	Review
    Materials
	United
    States of America, the District of Columbia or the Commonwealth of Puerto Rico.  Except with respect to any GSMC Mortgage
    Loan that is cross-collateralized and cross-defaulted with another GSMC Mortgage Loan, no GSMC Mortgage Loan has a Mortgagor that
    is an affiliate of another Mortgagor under another GSMC Mortgage Loan.	39b	Review
    the MS Servicer Notices to determine if there is any indication that, except with respect to any GSMC Mortgage Loan that is a cross-collateralized
    and Crossed Mortgage Loan, no GSMC Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another GSMC Mortgage
    Loan. If such an indication is found, it will be a Test pass.	MS
    Servicer Notices; Prospectus
	40.
    Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment)
    and, with respect to certain GSMC Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting
    ASTM requirements were conducted by a reputable environmental consultant in connection with such GSMC Mortgage Loan within 12 months
    prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence
    of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, an “Environmental Condition”)
    at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition
    or need for further investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an
    amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material
    noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is
    held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing
    materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution
    of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the
    ESA, can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental
    report was remediated or abated in all material respects prior to the Cut-off Date, and, if and as appropriate, a no further action
    or closure letter was obtained from the applicable governmental 	40a	Review
    any ESA (as defined in representation and warranty 41) for indication that it met the ASTM requirements and was conducted by a reputable
    environmental consultant within 12 months prior to the origination date of the Mortgage Loan (or an update of a previous ESA prepared).
    If such an indication is found, it will be a Test pass.	ESA
	40b	Review
    the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged Property
    or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If no such indication
    is found, it will be a Test pass.	ESA
	40c	Review
    the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property
    or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If such an indication
    is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any of the subparts indications are
    found, it will be a Test pass.	ESA;
    Escrow Statements; Mortgage Loan Documents 
	 	1.
     Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be
    sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental
    condition has been escrowed by the Mortgagor and is held by the related Mortgagee.	Escrow
    statements



 






    	 	Exhibit QQ-D-38	 



     


    











	Representations
    and Warranties	 	Test	Review
    Materials
	regulatory
    authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority
    as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental
    policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability
    for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent)
    by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a party not related to the
    Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources
    reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources
    reasonably estimated to be adequate to address the situation is required to take action.  To the Mortgage Loan Seller’s
    knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor)
    at the related Mortgaged Property.	 	2.
     Review the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials,
    radon in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such
    a plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required to
    be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.	ESA;
    Mortgage Loan Documents
	 	3.
     Review any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental
    consultant for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects
    prior to the Cut-off Date.	No
    further action or closure letter regarding Environmental Condition
	 	4.
     Review the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution
    legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less
    than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.	Insurance
    coverage review documents
	 	5.
     Review the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the responsible
    party for the Environmental Condition and such responsible party has financial resources considered by the Mortgage Loan Seller to
    be adequate to address the situation.	Mortgage
    Loan Documents
	 	6.
     Review the Mortgage Loan Documents for an indication that a party related to the Mortgagor having financial resources estimated
    by the Mortgage Loan Seller to be adequate to address the situation is required to take action.	Mortgage
    Loan Documents
	40d	Review
    the MS Servicer Notices for notation of the	MS
    Servicer Notices; ESA




    	 	Exhibit QQ-D-39	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 		 Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.	
	41. Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the GSMC Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the Mortgage Loan Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the GSMC Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation.  Each appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such GSMC Mortgage Loan was originated.	41a	Review the appraisal to determine if it was dated within 6 months of the GSMC Mortgage Loan origination date and within 12 months of the Closing Date. If so determined, it will be a Test pass.	Appraisal
	41b	Review the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property. If so determined, it will be a Test pass.	Appraisal
	41c	Review the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located, and that the appraiser's compensation is not affected by the approval or disapproval of the GSMC Mortgage Loan. If so determined, it will be a Test pass.	Appraisal
	41d	Review the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. If so determined, it will be a Test pass.	Appraisal
	42. Mortgage Loan Schedule. The information pertaining to each GSMC Mortgage Loan which is set forth in the GSMC Mortgage Loan Schedule attached as an exhibit to the related GSMC Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the PSA to be contained in the GSMC Mortgage Loan Schedule.	42a	Review the Mortgage Loan Schedule attached as an exhibit to the related GSMC Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report to determine if there are discrepancies between the documents.  If there are no such 	Mortgage Loan Schedule; Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report




    	 	Exhibit QQ-D-40	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	discrepancies,
    it will be a Test pass.	 
	 	42b	Compare
    the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
    it will be a Test pass.	Mortgage
    Loan Schedule; PSA
	43.
    Cross-Collateralization. Except with respect to a GSMC Mortgage Loan that is part of a Whole Loan no GSMC Mortgage Loan is
    cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except as set forth on Annex
    G-2 to the GSMC Mortgage Loan Purchase Agreement.	43	Review
    the Mortgage Loan Documents to determine if the GSMC Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage
    Loan that is outside the Mortgage Pool, except (i) with respect to any GSMC Mortgage Loan that is part of a Whole Loan, any other
    mortgage loan that is part of such Whole Loan and (ii) with respect to any Crossed Mortgage Loan, any mortgage loan that is part
    of a Whole Loan that is cross-collateralized and cross-defaulted with such GSMC Mortgage Loan or with a Whole Loan of which such
    GSMC Mortgage Loan is a part. If not so determined, it will be a Test pass.	Mortgage
    Loan Documents
	44.
    Advance of Funds by Mortgage Loan Seller. After origination, no advance of funds has been made by the Mortgage Loan Seller
    to the related Mortgagor other than in accordance with the Loan Documents, and, to the Mortgage Loan Seller’s knowledge, no
    funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on
    the GSMC Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the
    foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease
    or Loan Documents).  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital
    contribution to any Mortgagor under a GSMC Mortgage Loan, other than contributions made on or prior to the Closing Date.	44a	Review
    the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made by the Mortgage
    Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, or that funds have been received
    from any person other than the related Mortgagor or an Affiliate for, or on account of, payments due on the GSMC Mortgage Loan (other
    than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid
    by the tenant(s) into a lender controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents).
    If such a notation or other indication is not found, it will be a Test pass.	MS
    Servicer Notices
	44b	Review
    the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution
    to the Mortgagor under a GSMC Mortgage Loan, other than contributions made on or prior to the Closing Date. If 	Mortgage
    Loan Documents




    	 	Exhibit QQ-D-41	 



     


    


	Representations
    and Warranties	 	Test	Review
    Materials
	 	 	not
    so determined, it will be a Test pass.	 
	45.
    Compliance with Anti-Money Laundering Laws. Mortgage Loan Seller has complied in all material respects with all applicable
    anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination
    of the GSMC Mortgage Loan.	45	Review
    the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply
    with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation
    the USA Patriot Act of 2001 in connection with the origination of any GSMC Mortgage Loan, the failure to comply with which would
    have a material adverse effect on the GSMC Mortgage Loan. If such a notation or other indication is not found, it will be a Test
    pass.	MS
    Servicer Notices


 




    	 	Exhibit QQ-D-42	 



     


    






EXHIBIT RR


FORM OF CERTIFICATION TO
CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2022-B32 Mortgage Trust


Email: trustadministrationgroup@wellsfargo.com


		Attention:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32



 


In accordance with the requirements
for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling
and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


		1.	The undersigned is an authorized representative of the [Asset Representations Reviewer][Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data Room
is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b)
it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person except in accordance
with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information
relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the undersigned
is deemed to have recertified that the representations above remains true and correct.



 




    	 	Exhibit RR-1	 



     


    

		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto
by its duly authorized signatory, as of the date certified.


 





	 	 	[NAME OF PARTY],
	 	 	as [role]
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

Title:



 





Dated: _______


 


 


[J.P. Morgan Chase Commercial Mortgage Securities Corp.,


as Depositor]*


 


 


 





	By:	 	 
	 	[Name]
 [Title] 	 
	 	 	 
	 	 	 






 



*       Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure
Data Room.


 




    	 	Exhibit RR-2	 



     


    

EXHIBIT SS


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


[Date]


	
    Midland Loan Services, a Division of PNC
    Bank, National Association

    10851 Mastin Street

    Building 82, Suite 300

    Overland Park, Kansas 66210

    Attention: Executive Vice President – Division Head

    Telecopy number: 1-888-706-3565

    Email: NoticeAdmin@midlandls.com
	
    Pentalpha Surveillance LLC

    375 N. French Road, Suite 100

    Amherst, New York 14228

    Attention: Benchmark 2022-B32—Transaction Manager

    

    With a copy sent via email to:

     

    notices@pentalphasurveillance.com (with Benchmark 2022-B32 in the subject
    line)

	
    KeyBank National Association

    11501 Outlook Street, Suite 300

    Overland Park, Kansas 66211

    Attention: Alan Williams

    Email: keybank_notices@keybank.com
	 


		Attention:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32



In accordance with Section
12.01(a) of the Pooling and Servicing Agreement dated as of February 1, 2022 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, KeyBank National Association, as Special Servicer, Computershare Trust Company, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


		5.	_____ An additional Mortgage Loan has become a Delinquent Loan.



 


		6.	_____ A Mortgage Loan has ceased to be a Delinquent Loan.



 


		7.	_____An Asset Review Trigger has ceased to exist.






(check all that apply)


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 




    	 	Exhibit SS-1	 



     


    




	 	Computershare Trust Company, National Association, as Certificate Administrator for the Holders of the Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B32 and the RR Interest Owners
	 	 	 
	 	 	 
	 	By:	 
	 	 	[Name]

[Title]






 




    	 	Exhibit SS-2	 



     


    

EXHIBIT TT


CERTIFICATE ADMINISTRATOR RECEIPT OF THE
RETAINED CERTIFICATES [UPON TRANSFER]


[DATE]


	
    J.P. Morgan Chase Commercial Mortgage Securities Corp.

    383 Madison Avenue, 8th Floor

    New York, New York 10179

    Attention: Kunal K. Singh

    E-mail: US_CMBS_Notice@jpmorgan.com

     

    JPMorgan Chase Bank, National Association

    as Retaining Sponsor

    383 Madison Avenue, 8th Floor

    New York, New York 10179

    Attention: Kunal K. Singh

    E-mail: US_CMBS_Notice@jpmorgan.com
	[APPLICABLE RETAINING PARTY’S NOTICE ADDRESS]
	 	 


		Re:	Benchmark 2022-B32 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-B32__________________________



In accordance with [Section 5.02(e)][Section 5.03(i)]
of the Pooling and Servicing Agreement, dated as of February 1, 2022 (the “Agreement”), pursuant to which the captioned
series of commercial mortgage pass-through certificates (the “Certificates”) were issued, the undersigned, as Certificate
Administrator, hereby acknowledges receipt and possession of, and further agrees that it will hereafter hold in the Retained Interest
Safekeeping Account, the Certificates identified on Schedule I attached hereto (the “Subject Certificates”), which
constitute some or all of the Class RR Certificates, for the benefit of [Retaining Party], the registered holder of the Subject Certificates,
pursuant to the Agreement. Payments on the Subject Certificates will be made to the registered holder thereof in accordance with the Agreement,
including pursuant to any written wiring instructions provided in accordance with the Agreement.


This receipt is solely for
the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will not entitle such Person to delivery
of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject to the restrictions on transfer set forth
in, and may not be released from the Retained Interest Safekeeping Account except in accordance with, the Agreement.


Capitalized terms used but
not defined herein shall the respective meanings set forth in the Agreement.




    	 	Exhibit TT-1	 



     


    




	 	COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its
  individual capacity but solely as Certificate Administrator
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:

Title:



 




    	 	Exhibit TT-2	 



     


    

 


Schedule I


 


 


 




    	 	Exhibit TT-3	 



     


    

SCHEDULE 1


Mortgage
Loans with Additional secured Debt


 


 


		1.	Old Chicago Post Office



		2.	Bedrock Portfolio



		3.	CX – 350 & 450 Water Street



		4.	One Wilshire



		5.	The Summit



		6.	JW Marriott Desert Springs



		7.	Woodmore Towne Centre



		8.	The Kirby Collection



		9.	Novo Nordisk HQ



		10.	Moonwater Office Portfolio



		11.	ExchangeRight Net Leased Portfolio #53



		12.	425 Eye Street



		13.	Grede Casting Industrial Portfolio



		14.	Glen Forest Office Portfolio



		15.	601 Lexington Avenue



		16.	Nyberg Portfolio



		17.	Sara Lee Portfolio



		18.	Charcuterie Artisans SLB



		19.	The Onyx



 


 




    	 	Schedule 1-1	 



     


    

SCHEDULE 2


CLass
A-SB Planned Principal Balance SchedulE


See Annex H to the Prospectus


 


 


.




    	 	Schedule 2-1	 



     


    

SCHEDULE 3 


identified
escrows, reserves, holdbacks and related letters of credit 


None


 


 
























































































































































    	 	Schedule 3-1