Exhibit 4.5


 


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


 


Greystone
Servicing Company LLC,

as Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 


and


 


Park
Bridge Lender Services LLC,

as Operating Advisor and as Asset Representations Reviewer


 


POOLING
AND SERVICING AGREEMENT


 


Dated
as of


 


March
1, 2021


 


Benchmark
2021-B24 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates, Series 2021-B24


 





 






 




     


     


    

 


TABLE
OF CONTENTS


 





	 	 	Page
	 	 	 
	ARTICLE I
	 	 	 
	DEFINITIONS
	 
	Section 1.01	Defined Terms	7
	Section 1.02	Certain Calculations	126
	 	 	 
	ARTICLE II
	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES; CREATION OF RR INTEREST
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	127
	Section 2.02	Acceptance by Trustee	134
	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	139
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	155
	Section 2.05	Creation of the Grantor Trust	156
	 	 	 
	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	156
	Section 3.02	Collection of Mortgage Loan Payments	164
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	170
	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	174
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	181



 



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	Section 3.06	Investment of Funds in the Collection Account, the Servicing Accounts and the REO Account	 193
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	195
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	201
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	206
	Section 3.10	Trustee and Custodian to Cooperate; Release of Mortgage Files	211
	Section 3.11	Servicing Compensation	212
	Section 3.12	Inspections; Collection of Financial Statements	220
	Section 3.13	Access to Certain Information	226
	Section 3.14	Title to REO Property; REO Account	240
	Section 3.15	Management of REO Property	241
	Section 3.16	Sale of Defaulted Loans and REO Properties	244
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	251
	Section 3.18	Modifications, Waivers, Amendments and Consents	253
	Section 3.19	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	266
	Section 3.20	Sub-Servicing Agreements	274
	Section 3.21	Interest Reserve Account	277
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	277
	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	278
	Section 3.24	Intercreditor Agreements	281
	Section 3.25	Rating Agency Confirmation	284
	Section 3.26	The Operating Advisor	285
	Section 3.27	Companion Paying Agent	292
	Section 3.28	Companion Register	293
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans	293
	Section 3.30	[Reserved]	295
	Section 3.31	[Reserved]	295
	Section 3.32	Delivery of Excluded Information to the Certificate Administrator	295
	Section 3.33	Certain Matters with Respect to Joint Mortgage Loans	296
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS AND RR INTEREST OWNER
	 	 
	Section 4.01	Distributions	301
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	313
	Section 4.03	P&I Advances	319
	Section 4.04	Allocation of Realized Losses	322
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	323



 



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	Section 4.06	Grantor Trust Reporting	328
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	329
	Section 4.08	Secure Data Room	332
	 	 	 
	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 	 	 
	Section 5.01	The Certificates	333
	Section 5.02	Form and Registration	334
	Section 5.03	Registration of Transfer and Exchange of Certificates	337
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	347
	Section 5.05	Persons Deemed Owners	348
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	348
	Section 5.07	Maintenance of Office or Agency	349
	Section 5.08	Appointment of Certificate Administrator	349
	Section 5.09	[Reserved]	350
	Section 5.10	Voting Procedures for Certificates	350
	 	 	 
	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	352
	Section 6.02	Liability of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer	358
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	358
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	360
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	365
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	366
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	366
	Section 6.08	The Directing Certificateholder and the Risk Retention Consultation Parties	366



 



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	ARTICLE VII
	 	 	 
	SERVICER TERMINATION EVENTS
	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	376
	Section 7.02	Trustee to Act; Appointment of Successor	385
	Section 7.03	Notification to Certificateholders and RR Interest Owner	387
	Section 7.04	Waiver of Servicer Termination Events	387
	Section 7.05	Trustee as Maker of Advances	388
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	388
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	390
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates, RR Interest or Mortgage Loans	392
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	393
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	393
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	394
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	395
	Section 8.08	Successor Trustee or Certificate Administrator	398
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	398
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	399
	Section 8.11	Appointment of Custodians	400
	Section 8.12	Representations and Warranties of the Trustee	400
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	401
	Section 8.14	Representations and Warranties of the Certificate Administrator	402
	Section 8.15	Compliance with the PATRIOT Act	403
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	403
	Section 9.02	Additional Termination Requirements	407



 



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	ARTICLE X
	 	 	 
	ADDITIONAL REMIC PROVISIONS
	 	 	 
	Section 10.01	REMIC Administration	408
	Section 10.02	Use of Agents	412
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	412
	Section 10.04	Appointment of REMIC Administrators	412
	 	 	 
	ARTICLE XI
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 
	Section 11.01	Intent of the Parties; Reasonableness	413
	Section 11.02	Succession; Subcontractors	414
	Section 11.03	Filing Obligations	416
	Section 11.04	Form 10-D and Form ABS-EE Filings	417
	Section 11.05	Form 10-K Filings	421
	Section 11.06	Sarbanes-Oxley Certification	424
	Section 11.07	Form 8-K Filings	425
	Section 11.08	Form 15 Filing	427
	Section 11.09	Annual Compliance Statements	427
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	429
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	431
	Section 11.12	Indemnification	432
	Section 11.13	Amendments	435
	Section 11.14	Regulation AB Notices	435
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	435
	Section 11.16	Certain Matters Regarding Significant Obligors	440
	Section 11.17	Impact of Cure Period	440
	 	 	 
	ARTICLE XII
	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER
	 	 	 
	Section 12.01	Asset Review	440
	Section 12.02	Payment of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability	447
	Section 12.03	Resignation of the Asset Representations Reviewer	448
	Section 12.04	Restrictions of the Asset Representations Reviewer	449
	Section 12.05	Termination of the Asset Representations Reviewer	449



 



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	ARTICLE XIII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 
	Section 13.01	Amendment	452
	Section 13.02	Recordation of Agreement; Counterparts	457
	Section 13.03	Limitation on Rights of Certificateholders and the RR Interest Owners	458
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	459
	Section 13.05	Notices	459
	Section 13.06	Severability of Provisions	465
	Section 13.07	Grant of a Security Interest	465
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	466
	Section 13.09	Article and Section Headings	466
	Section 13.10	Notices to the Rating Agencies	467
	Section 13.11	PNC Bank, National Association	468


 






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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-3 Certificate
	Exhibit A-4	Form of Class A-4 Certificate
	Exhibit A-5	Form of Class A-5 Certificate
	Exhibit A-6	Form of Class A-SB Certificate
	Exhibit A-7	Form of Class X-A Certificate
	Exhibit A-8	Form of Class X-B Certificate
	Exhibit A-9	Form of Class X-D Certificate
	Exhibit A-10	Form of Class X-F Certificate
	Exhibit A-11	Form of Class X-G Certificate
	Exhibit A-12	Form of Class X-NR Certificate
	Exhibit A-13	Form of Class A-S Certificate
	Exhibit A-14	Form of Class B Certificate
	Exhibit A-15	Form of Class C Certificate
	Exhibit A-16	Form of Class D Certificate
	Exhibit A-17	Form of Class E Certificate
	Exhibit A-18	Form of Class F Certificate
	Exhibit A-19	Form of Class G Certificate
	Exhibit A-20	Form of Class NR Certificate
	Exhibit A-21	Form of Class R Certificate
	Exhibit A-22	Form of Class S Certificate
	Exhibit A-23	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
	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



 



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	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
	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



 



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	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	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	Mortgage Loans With Escrows or Reserves Exceeding, In The Aggregate, 10% of the Initial Principal Balance of the related Mortgage Loan (or related Whole Loan, if applicable)




 






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This
Pooling and Servicing Agreement is dated and effective as of March 1, 2021, between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Greystone Servicing
Company LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National
Association, as Trustee, and Park Bridge Lender Services 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, REMICs were formed on February 12, 2021, by Deutsche Bank AG, New York Branch (the “GACC
MGM Grand & Mandalay Bay REMIC”) and Citi Real Estate Funding Inc. (the “CREFI MGM Grand & Mandalay
Bay REMIC” and, together with the GACC MGM Grand & Mandalay Bay REMIC, the “MGM Grand & Mandalay Bay
REMICs”) with respect to the MGM Grand & Mandalay Bay notes and certain other MGM Grand & Mandalay Bay Pari
Passu Companion Loans, each of which issued a single regular interest (respectively, the “GACC MGM Grand & Mandalay
Bay Regular Interest” and the “CREFI MGM Grand & Mandalay Bay Regular Interest,” and collectively,
the “MGM Grand & Mandalay Bay Regular Interests”) (of which the trust will own a 42.247% interest (in the
case of the GACC MGM Grand & Mandalay Bay Regular Interest) and a 40.243% interest (in the case of the CREFI MGM Grand &
Mandalay Bay Regular Interest)), and a single residual interest (of which the trust will own a 0% interest). The Certificate Administrator
will not be responsible for any tax administration relating to either MGM Grand & Mandalay Bay REMIC.


 


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 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 the Class RR Certificates
to be owned on the Closing Date by CREFI (or its Majority-Owned Affiliate) and (iv) cause a portion of the RR Interest to be owned
on the Closing Date by Goldman Sachs Bank USA (or its Majority-Owned Affiliate).


 






     


     


    

 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (or, in the case of the MGM Grand & Mandalay Bay Mortgage Loan, an approximately
42.247% interest in the GACC MGM Grand & Mandalay Bay Regular Interest and an approximately 40.243% interest in the CREFI
MGM Grand & Mandalay Bay Regular Interest, and (exclusive of the entitlement to Excess Interest and amounts in the Excess
Interest Distribution Account) and will issue the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB,
Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LNR 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)	 $  11,152,000
	Class LA2 	(1)	 $  73,848,000
	Class LA3 	(1)	 $  81,111,000
	Class
    LA4 	(1)	 $ 213,500,000
	Class
    LA5 	(1)	 $ 365,781,000
	Class LASB 	(1)	 $  25,562,000
	Class LAS 	(1)	 $  86,732,000
	Class LB 	(1)	 $  49,562,000
	Class LC 	(1)	 $  49,561,000
	Class LD 	(1)	 $  31,664,000
	Class LE 	(1)	 $  26,158,000
	Class LF 	(1)	 $  28,910,000
	Class LG 	(1)	 $  12,391,000
	Class LNR 	(1)	 $  45,431,418
	Class LR 	None(2)	None(2)
	Class LRR 	(1)	 $  20,859,855
	LRI 	(1)	 $  37,106,641



 





 






 



		(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.



 






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		(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-3,
Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-NR, Class A-S,
Class B, Class C, Class D, Class E, Class F, Class G and Class NR 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 “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:


 






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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-1 Certificates 	 	 	0.6476	%	 	$	11,152,000	 
	Class A-2 Certificates 	 	 	1.9533	%	 	$	73,848,000	 
	Class A-3 Certificates 	 	 	2.0103	%	 	$	81,111,000	 
	Class A-4 Certificates 	 	 	2.2638	%	 	$	213,500,000	 
	Class A-5 Certificates 	 	 	2.5843	%	 	$	365,781,000	 
	Class A-SB Certificates 	 	 	2.2559	%	 	$	25,562,000	 
	Class X-A Certificates 	 	 	1.2748	%(1)	 	$	857,686,000	(2)
	Class X-B Certificates 	 	 	0.7097	%(1)	 	$	99,123,000	(2)
	Class A-S Certificates 	 	 	2.7796	%	 	$	86,732,000	 
	Class B Certificates 	 	 	2.5983	%	 	$	49,562,000	 
	Class C Certificates 	 	 	3.2934	%	 	$	49,561,000	 
	Class X-D Certificates 	 	 	1.6555	%(1)	 	$	57,822,000	(2)
	Class X-F Certificates 	 	 	1.1555	%(1)	 	$	28,910,000	(2)
	Class X-G Certificates 	 	 	1.1555	%(1)	 	$	12,391,000	(2)
	Class X-NR Certificates 	 	 	1.1555	%(1)	 	$	45,431,418	(2)
	Class D Certificates 	 	 	2.0000	%	 	$	31,664,000	 
	Class E Certificates 	 	 	2.0000	%	 	$	26,158,000	 
	Class F Certificates 	 	 	2.5000	%	 	$	28,910,000	 
	Class G Certificates 	 	 	2.5000	%	 	$	12,391,000	 
	Class NR Certificates 	 	 	2.5000	%	 	$	45,431,418	 
	Class R Certificates 	 	 	None(3)	 	 	 	N/A	 
	Class S Certificates 	 	 	None(3)	 	 	 	N/A	 
	Class RR Certificates 	 	 	(4)	 	$	20,859,855	(5)
	RR Interest 	 	 	(4)	 	$	37,106,641	(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-F Certificates will
                                         be calculated in accordance with the definition of “Class X-F Pass-Through
                                         Rate”. The Pass-Through Rate for the Class X-G Certificates will be calculated
                                         in accordance with the definition of “Class X-G 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-F, Class X-G
                                         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-F Notional Amount,
                                         the Class X-G 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


     


    

 


		(4)	Although
                                         its 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.



 


		(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
and the assets (and cashflows) underlying each Class 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)	$57,966,496	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 these Certificates will entitle
                                         the Holders 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, $22,564,141 initial
VRR Interest Balance of the VRR Interest in the form of a portion of the RR Interest, (ii) CREFI, $20,859,855 initial VRR Interest
Balance of the VRR Interest in the form of 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 CREFI) and (iii) Goldman Sachs Bank USA (or its Majority-Owned Affiliate), $14,542,500
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 Goldman Sachs Bank USA).


 






    5


     


    

 


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 $1,159,329,914.


 


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	410
    Tenth Avenue	Non-Serviced
    A/B	JPMCC
    2021-410T	0.00250%	Pari
    Passu and Subordinate	N/A
	2	MGM
    Grand & Mandalay Bay	Non-Serviced
    A/B	BX
    2020-VIVA	0.000625%	Pari
    Passu and Subordinate	N/A
	3	Phillips
    Point	Non-Serviced	Benchmark
    2021-B23	0.00125%	Pari
    Passu	N/A
	4	141
    Livingston	Serviced	N/A	N/A	Pari
    Passu	N/A
	5	Pittock
    Block	Non-Serviced
    A/B	Benchmark
    2021-B23	0.01125%	Pari
    Passu and Subordinate	N/A
	6	The
    Galleria Office Towers	Serviced	N/A	N/A	Pari
    Passu	N/A
	7	U.S.
    Industrial Portfolio VI	Serviced	N/A	N/A	Pari
    Passu	N/A
	8	Boca
    Office Portfolio	Serviced	N/A	N/A	Pari
    Passu	N/A
	10	30
    Hudson Yards 67	Serviced	N/A	N/A	Pari
    Passu	N/A
	13	JW
    Marriott Nashville	Non-Serviced
    	Benchmark
    2021-B23	0.00125%	Pari
    Passu	N/A



 






    6


     


    

 


	15	The
    Village at Meridian	Non-Serviced
    	Benchmark
    2021-B23	0.01125%	Pari
    Passu	N/A
	16	Millenium
    Corporate Park	Non-Serviced
    	Benchmark
    2021-B23	0.00125%	Pari
    Passu	N/A
	17	711
    Fifth Avenue	Non-Serviced
    	GSMS
    2020-GC47	0.00250%	Pari
    Passu	N/A
	23	Willoughby
    Commons	Non-Serviced
    	Benchmark
    2020-B21	0.01125%	Pari
    Passu	N/A



 





 



 



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


 


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


 


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


 


Article I



DEFINITIONS


 


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


 


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


 


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


 






    7


     


    

 


“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 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-1 related to the 410 Tenth Avenue Whole Loan, (ii) note B-1-A, note B-2-A, note B-3-A, note B-4-A, note B-1-B, note
B-2-B, note B-3-B, note B-4-B, note B-5-A, note B-6-A, note B-7-A, note B-8-A, note B-9-A, note B-10-A, note B-11-A, note B-12-A,
note B-5-B, note B-6-B, note B-7-B, note B-8-


 






    8


     


    

 


B, note C-1, note C-2, note C-3 and note C-4 related to the MGM Grand & Mandalay
Bay Whole Loan and (iii) note B related to the Pittock Block 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 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


 






    9


     


    

 


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).


 


“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 I 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.


 






    10


     


    

 


“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 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


 






    11


     


    

 


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);


 


(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; and


 


(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).


 


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


 






    12


     


    

 


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 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 is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which Mortgage Loan commences accruing interest at such Revised Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located, as appropriate; provided


 






    13


     


    

 


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


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan, or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, 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


 






    14


     


    

 


(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 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


 






    15


     


    

 


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


 






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Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan or
AB Whole Loan, as applicable, and with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as
determined pursuant to the applicable Non-Serviced PSA.


 


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


 


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


 


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


 


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


 


“Asset-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.


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company and an indirect wholly
owned subsidiary of Park Bridge Financial LLC, 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).


 






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“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 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.


 






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“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 Mortgage Rate (net of interest at the Servicing Fee Rate and net of any applicable interest
at the Non-Serviced Primary Servicing Fee Rate).


 


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


 


“Available
Funds”: With respect to any Distribution Date, an amount equal to the sum of (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).


 






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


 


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


 


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


 


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


 


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California,
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 2021-B24, 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”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator
appointed hereunder. Wells Fargo Bank, National Association will perform its duties as certificate administrator hereunder through
its Corporate Trust Services division.


 


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


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00665%
per annum and the Stated Principal Balance of


 






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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.


 


“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,


 






    21


     


    

 


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


 






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


 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 0.6476%.


 


“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 1.9533%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.0103%.


 


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


 


“Class A-4
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.2638%.


 


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


 


“Class A-5
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.5843%.


 


“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, a per annum rate equal to a fixed rate of
2.7796%.


 


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


 






    23


     


    

 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.2559%.


 


“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.


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.5983%.


 


“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, a per annum rate equal to the lesser of
(i) 3.2934% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class D
Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-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, a per annum rate equal to a fixed rate of 2.5000%.


 


“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.


 






    24


     


    

 


“Class G
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.5000%.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    25


     


    

 


“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 LNR
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
NR Certificate”: A Certificate designated as “Class NR” 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
NR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.5000%.


 


“Class R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-23
hereto, and evidencing the sole class of “residual interest” 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-25
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






    26


     


    

 


“Class S
Certificate”: A Certificate designated as “Class S” on the face thereof, in the form of Exhibit A-24
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-F, Class X-G 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-7
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


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


 


“Class X-B
Notional Amount”: As of any date of determination, the 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-9
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 






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“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-F
Certificate”: A Certificate designated as “Class X-F” 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-F
Notional Amount”: As of any date of determination, the of the Certificate Balance of the Class F Certificates.


 


“Class X-F
Pass-Through Rate”: The Pass-Through Rate for Class X-F 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 F Certificates for such Distribution Date. The Pass-Through Rate applicable to
the Class X-F Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


“Class X-G
Certificate”: A Certificate designated as “Class X-G” 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-G
Notional Amount”: As of any date of determination, the of the Certificate Balance of the Class G Certificates.


 


“Class X-G
Pass-Through Rate”: The Pass-Through Rate for Class X-G 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 G Certificates for such Distribution Date. The Pass-Through Rate applicable to
the Class X-G 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 of the Certificate Balance of the Class NR 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


 






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(a) the Weighted Average Net Mortgage Rate for the related Distribution Date,
over (b) the Pass-Through Rate on the Class NR Certificates for such 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, société anonyme or any successor thereto.


 


“Closing
Date”: March 24, 2021.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Collateral
Deficiency Amount” With respect to any AB Modified Loan as of any date of determination, the excess of (i) the Stated
Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included
therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x)
the most recent Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not
reflected or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of,
the lender as of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at
the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related
Mortgaged Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts set
forth in this clause (y) will be taken into account solely to the extent relevant information is received by the 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 Wells Fargo Bank, National Association,
as Trustee, for the benefit of the registered holders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2021-B24 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


 






    29


     


    

 


be for the benefit
of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall
not be an asset of the Trust or any Trust REMIC formed hereunder.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled
“Midland Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the
Companion Holders of the Companion Loans, relating to the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2021-B24”. 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


  






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Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced
Loan or any Mortgage Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment
on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion
of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced
Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at a rate
of 0.00125% per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection
Period with respect to the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari
Passu Companion Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings
payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect
to the Mortgage Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event
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,


 






    31


     


    

 


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 G and Class NR 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 G Certificates (taking into account the application of any Cumulative Appraisal Reduction
Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being
reduced to less than 25% of the Original Certificate Balance of such Class; 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 NR 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).


 






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“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank,
National Association, 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention:
Certificate Transfer Services (CMBS) Benchmark 2021-B24 and (ii) for all other purposes, to the Trustee, at 9062 Old Annapolis
Road, Columbia, Maryland, 21045, Attention: Corporate Trust Services (CMBS), Benchmark – Commercial Mortgage Securities
Trust 2021-B24.


 


“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), in each instance, as may
be reasonably determined by the Special Servicer in its discretion in accordance with the Servicing Standard to address a financial
hardship due, directly or indirectly, to the COVID Emergency;


 






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(iii)           the related COVID Modification Agreement is entered into no later than the date that is three (3) months following the cancellation
of the COVID Emergency;


 


(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 forborne or deemed no longer outstanding;


 


(v)            any COVID Modification Agreement requires that 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 21 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.


 






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“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.


 


“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


 






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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.


 


“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.


 






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


 


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


 


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


 


“CREFI
MGM Grand & Mandalay Bay Regular Interest”: As defined in the Preliminary Statement hereto.


 


“CREFI
MGM Grand & Mandalay Bay REMIC”: As defined in the Preliminary Statement hereto.


 


“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.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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.


 






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“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 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


 






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Termination Event has occurred and is continuing, the Directing Certificateholder shall have consented to the
repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned
or delayed.


 


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


 


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


 


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


 


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


 


“Cut-off
Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in March 2021, or with respect
to any Mortgage Loan that has its first Due Date after March 2021, the date that would have otherwise been the related Due Date
in March 2021.


 


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


 


“DBRS
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).


 






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


 


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


 


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


 






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“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(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)          in
the case of each MGM Grand & Mandalay Bay REMIC, a copy of the related REMIC declaration; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(k)                
a copy of all zoning reports;


 


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


 


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


 


(n)                
a copy of all UCC searches;


 


(o)                
a copy of all litigation searches;


 






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(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;


 


(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


 






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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 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 Eightfold
Real Estate Capital, L.P.


 


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


 


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


 


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


 






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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).


 


“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


 






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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 April 2021. The initial
Distribution Date shall be April 16, 2021.


 


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


 


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


 


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


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 






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“Eligible
Account”: Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered
depository institution or trust company (including the Trustee or the Certificate Administrator), (A) the long-term unsecured
debt obligations of which are rated at least “A+” by Fitch, if the deposits are to be held in such account for thirty
(30) days or more, and the short-term debt obligations of which have a short-term rating of not less than “F1”
from Fitch, if the deposits are to be held in such account for less than thirty (30) days and (C) the long-term unsecured
debt obligations of which are rated at least “BBB+” by S&P, if the deposits are to be held in such account for
thirty (30) days or more, and the short-term debt obligations of which are rated at least “A-1” by S&P (or “A-2”
by S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less
than “BBB” by S&P), if the deposits are to be held in such account for thirty (30) days or more, and the
short-term debt obligations of which have a short-term rating of at least “A-1” by S&P (or “A-2” by
S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less
than “BBB” by S&P), if the deposits are to be held in such account for less than thirty (30) days; (ii) an
account or accounts maintained with Wells Fargo Bank, National Association so long as Wells Fargo Bank, National Association’s
long-term unsecured debt rating shall be at least “BBB” from S&P and “A” from Fitch (if the deposits
are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term
deposit or short-term unsecured debt rating shall be at least “A-1” from S&P (or “A-2” by S&P
so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less than “BBB”
by S&P) and “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 unsecured debt rating or deposit account rating shall
be at least “BBB+” by S&P and “A” by Fitch if the deposits are to be held in the account for more
than 30 days or (b) short-term deposit account or short-term unsecured debt rating shall be at least “A-2” by S&P
and “F1” by Fitch if the deposits are to be held in the account for 30 days or less; (iv) such other account
or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would
be listed in clauses (i) – (ii) above, with respect to which a Rating Agency Confirmation has been
obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect
to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master
Servicer or the Special Servicer; (iv) any other account or accounts not listed in clauses (i) – (ii)
above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the corporate trust
department of a federal or state chartered depository institution or trust company that has corporate trust powers, acting in
its fiduciary capacity, provided that any federal or state chartered depository institution or trust company is subject
to regulation regarding fiduciary funds substantially similar to 12 C.F.R.


 






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§ 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 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


 






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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.


 


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


 


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


 


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


 


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


 


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


 






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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 “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B24 Mortgage Trust 2021-B24, Commercial Mortgage
Pass-Through Certificates, Series 2021-B24 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, 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.


 






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“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 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


 






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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 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”.


 






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“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 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


 






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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.


 


“Financial
Market Publishers”: Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., MBS Data, LLC, KBRA Analytics, Inc., 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 Holiday Inn Philadelphia Mortgage Loan is the only Franchise Required Mortgage Loan with respect to the
Trust.


 


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


 


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


 






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“GACC
MGM Grand & Mandalay Bay Regular Interest”: As defined in the Preliminary Statement hereto.


 


“GACC
MGM Grand & Mandalay Bay REMIC”: As defined in the Preliminary Statement hereto.


 


“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.


 


“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.


 


“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


 






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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
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,


 






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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 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


 






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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.


 


“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.


 






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“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.


 


“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 “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered
holders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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.


 






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“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.


 


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


 


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


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A, Exhibit
P-1B, Exhibit P-1C and Exhibit P-1D to this Agreement or in the form of an electronic certification contained
on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such
Person executing the certificate is a Certificateholder, the RR Interest Owners, 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


 






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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”: A Mortgage Loan originated by more than one Mortgage Loan Seller. The only Joint Mortgage Loans related
to the Trust are the MGM Grand & Mandalay Bay Mortgage Loan and The Galleria Office Towers Mortgage Loan.


 


“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


 






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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 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


 






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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 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


 






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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 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. For the avoidance of doubt, there
are no Loan-Specific Directing Certificateholders in this transaction.


 


“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).


 






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“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 LA3, Class LA4, Class LA5, Class LASB,
Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LNR 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 (or, in the case of the MGM Grand & Mandalay Bay Mortgage Loan, an approximately 42.247% interest in the GACC MGM Grand
& Mandalay Bay Regular Interest and an approximately 40.243% interest in the CREFI MGM Grand & Mandalay Bay Regular Interest,
and 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 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 “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B24
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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


 






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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.


 


“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 the 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).


 


“MGM
Grand & Mandalay Bay Regular Interests”: As defined in the Preliminary Statement hereto.


 


“MGM
Grand & Mandalay Bay REMICs”: As defined in the Preliminary Statement hereto.


 


“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


 






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


 


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


 


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


 


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


 


(i)            
the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to “Pay
to the order of Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of Benchmark 2021-B24
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, and the RR Interest 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 “Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of Benchmark
2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, and the RR Interest Owners” or
in blank and, in the case of any Serviced Whole Loan, in its capacity


 






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as “Lead Securitization Note Holder” or similar
capacity under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


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


 


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


 


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


 


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


 


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


 


(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;


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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in such
instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (i) the Trustee
shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion
Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its
behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by Trustee, the Master Servicer
or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s)
collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be
met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage
Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required) including
a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses
(iii), (v), (vi), (vii), (ix) and (x) above as being in favor of the Trustee shall instead
be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable Non-Serviced
Trustee or a custodian on its behalf, and (f) in connection with any (A) Non-Serviced Mortgage Loan, any and all document
delivery requirements as regards the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage
Loan Purchase Agreement will also be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA,
by the applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note and intervening endorsements
evidencing such Mortgage Loan) to the custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian
under the related Non-Serviced PSA) and (B) Servicing Shift Mortgage Loan, the foregoing documents shall be delivered to the Custodian
by the applicable Mortgage Loan Seller on or prior to the Closing Date and such documents (other than the documents described
in clause (i) above) shall be transferred to the custodian pursuant to Section 2.01(i).


 


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.


 






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


 


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


 


(a)            
the Loan Number;


 


(b)           
the Mortgage Loan Seller;


 


(c)            
the Mortgage Loan name;


 


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


 


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


 


(f)            
the original principal balance;


 


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


 


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


 


(i)             
the Due Date;


 


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


 


(k)           
the Servicing Fee Rate;


 


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


 


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


 


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


 


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


 


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


 






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


 


“Mortgage
Loan Seller”: Each of (i) JPMorgan Chase Bank, National Association, a national banking association organized under
the laws of the United States, or its successor in interest, (ii) German American Capital Corporation, a Maryland corporation,
or its successor in interest, (iii) 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 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.


 






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“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 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. person or (ii) has provided to
the Certificate Administrator for the relevant year such duly


 






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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,
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-


 






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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 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


 






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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 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


 






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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) (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


 






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


 


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


 






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“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“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-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S,
Class X-D, Class X-F, Class X-G, Class X-NR, Class B, Class C, Class D, Class E, Class F, Class G and Class NR Certificates.


 


“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 “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark
2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, 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.


 






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“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-F Certificates, the Class X-F Notional Amount; in the case of the Class X-G Certificates, the Class X-G
Notional Amount; and in the case of the Class X-NR Certificates, the Class X-NR Notional Amount.


 


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


 


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


 


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


 


“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”: Park Bridge Lender Services LLC, a New York limited liability company and an indirect wholly owned subsidiary
of Park Bridge Financial LLC, 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).


 






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“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).


 


“Operating
Advisor Fee”: With respect to each Mortgage Loan and REO Loan (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 0.00118%.


 


“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:


 






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(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;


 


(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


 






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(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-F Notional Amount, the Class X-G 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.


 


“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.


 






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


 


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


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-S
Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class D Pass-Through Rate,
the Class E Pass-Through Rate, the Class F Pass-Through Rate, the Class G Pass-Through Rate, the Class NR
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-F Pass-Through Rate, the Class X-G 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.


 






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


 


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


 


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


 






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or any State thereof and subject to supervision and examination by federal
or state banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, (x) the short-term
debt or deposit obligations of which are rated at least “F1” by Fitch or the long-term debt or deposit obligations
of which are rated at least “A” by Fitch and (y) the short-term debt or deposit obligations of which are rated “A-1+”
(or the equivalent) by S&P, (B) in the case of such investments with maturities of three (3) months or less, but more than
thirty (30) days, (x) the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations
of which are rated at least “AA-” by Fitch and (y) the short-term debt or deposit obligations of which are rated “A-1+”
(or the equivalent) by S&P, (C) in the case of such investments with maturities of six (6) months or less, but more than three
(3) months, (x) the short-term obligations of which are rated at least “F1+” by Fitch and the long-term obligations
of which are rated at least “AA-” by Fitch and (y) the long-term debt or deposit obligations of which are rated “AAA”
or the equivalent by S&P and (D) in the case of such investments with maturities of more than six (6) months, (x) the short-term
obligations of which are rated at least “F1+” by Fitch and the long-term obligations of which are rated at least “AA-”
by Fitch and (y) the long-term debt or deposit obligations of which are rated “AAA” or the equivalent by S&P;


 


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


 


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


 


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


 






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of
which are rated at least “A-1+” by S&P (or “A-1” by S&P if the obligations mature within
sixty (60) days), or the long-term obligations of which are rated at least “AA-” by S&P (with a short-term
rating of “A-1” by S&P), (3) in the case of such investments with maturities of six months or less, but more
than three months, the short-term obligations of which are rated at least “A-1+” by S&P, or the long-term
obligations of which corporation are rated at least “AA-” by S&P (with a short-term rating of
“A-1” by S&P), and (4) in the case of such investments with maturities of more than six months, the
short-term debt obligations of which are rated “A-1+” (or the equivalent) by S&P, or the long-term
obligations of which corporation are rated at least “AA-” by S&P (with a short-term rating
of “A-1” by S&P);


 


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


 


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


 


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


 


provided,
however, that with respect to any Permitted Investment for which a rating by S&P is required as set forth above, such
rating must be an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators,
such as the (sf) subscript, and unsolicited ratings; provided, further, however, that each Permitted Investment
qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall
have a


 






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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 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).


 






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“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, 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).


 



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“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-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 and Class NR 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.


 


“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


 






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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 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


 






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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 March 5, 2021.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 


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


 


(ii)       all
accrued and unpaid interest on the Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan(s))), at the related Mortgage Rate in effect from time to time
(excluding any portion of such interest


 






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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 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 


 



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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) “A-” by S&P (or, if not rated by S&P, an equivalent rating by (A) at least two NRSROs (which
may include Fitch and/or KBRA) or (B) one NRSRO (which may include Fitch or KBRA) and A.M. Best Company, Inc.) 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 S&P or KBRA)) and (ii) with respect to the fidelity bond and errors
and omissions insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by
Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed
by a company having such claims paying ability) with at least one of the following ratings: (a) “A3” by Moody’s,
(b) “A-“ by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)”
by DBRS 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 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, and (vii)
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


 






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withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination
and (viii) is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan);
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the
same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months); (v)
have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining term to stated
maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material respects with all of the
representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report
that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered
as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to the greater of
the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date and 1.25x; (x) constitute a “qualified
replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided
at the applicable Mortgage Loan Seller’s expense); (xi) not have a maturity date or an amortization period that extends
to a date that is after the date two (2) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions
to those of the removed Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate
Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency
Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event
has not occurred and is not continuing and the affected Mortgage Loan is not an Excluded Loan, by the Directing Certificateholder;
(xv) prohibit defeasance within two (2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it
would result in an Adverse REMIC Event or the imposition of tax other than a tax on income expressly permitted or contemplated
to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering report that indicates
no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be delivered
as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal and interest
then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts described
in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified
Substitute Mortgage Loan shall individually satisfy


 






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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 NR, Class S, Class R and
Class RR Certificates), the Distribution Date in March 2054.


 


“Rating
Agency”: Each of S&P, 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 Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of S&P, Fitch and KBRA herein
referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 






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“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-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-F, Class X-G, Class X-NR, Class E, Class F, Class G and Class NR Certificates.


 


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


 


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


 


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


 






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provided that, solely with respect to the Master Servicer, the Reimbursement Rate shall be subject
to a floor rate of 2.0%.


 


“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-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
    NR Certificates 	Class
    LNR 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 “Midland
Loan Services, a Division of PNC Bank, National Association, or the applicable successor special servicer, as Special Servicer,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of registered holders of Benchmark 2021-B24 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, 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


 






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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 0.00125% per annum with respect to each Mortgage Loan.


 


“Retained
Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed
to be owned by the Holder(s) of the 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 and
Goldman Sachs Bank USA, 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 and (iii) the
party selected by Goldman Sachs Bank USA. 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) or Goldman Sachs Bank USA (in the case of the VRR-C 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 and the initial VRR-C Risk Retention Consultation Party
shall be GSMC.


 


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


 






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“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 own 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.


 


“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).


 






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“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.


 


“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.


 






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“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 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.


 






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“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 (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


 






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with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing,
management, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid as a
“Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include
allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred
by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the Special
Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights
granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


 


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


 


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


 


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


 






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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. For the avoidance of doubt,
there are no Servicing Shift Companion Loans in this transaction.


 


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


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and
servicing


 






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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. For the avoidance of doubt, there are no Servicing Shift Mortgage Loans in this transaction


 


“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
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


 






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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


 


(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


 






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(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 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


 






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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 and Class NR Certificates; provided,
however, that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class
A-S, Class B, Class C, Class D 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 Companion Loans, Greystone Servicing Company LLC, and its successors in interest and assigns,
or any successor special servicer appointed as herein provided and (ii) any Excluded Special Servicer Loan, if any, the related
Excluded Special Servicer appointed pursuant to Section 7.01(g), as applicable and as the context may require. For the
avoidance of doubt, all references to the obligations or liabilities of the “Special Servicer” in this Agreement shall
mean the applicable special servicer as provided herein.


 






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“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, (a) 0.25000% per annum computed on the basis of the Stated Principal Balance of the related
Mortgage Loan and Companion Loan(s) (including any REO Loan), as applicable, in the same manner as interest is calculated on the
Specially Serviced Loans and (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500,
in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Loan shall be a
rate equal to such higher rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such
Specially Serviced Loan or REO Loan.


 


“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.


 


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:


 






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(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 and Class NR 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).


 


“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


 






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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.


 


“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


 






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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 2021-B24 Mortgage Trust”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans
as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage
Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the
related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due
Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA;
(iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master
Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the
Insurance Policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof
(to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent
of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given
as additional security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets
deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein),
amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution
Account, the 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


 






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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 and (xiii) 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”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


“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.


 


“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


 






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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 “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B24
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, 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 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


 






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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
Allocation Percentage”: A fraction, expressed as a percentage, equal to the VRR Percentage divided by the Non-VRR Percentage.


 


“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 “Wells Fargo Bank, National
Association, as Certificate Administrator, for the benefit of the VRR Interest Owners under the Pooling and Servicing Agreement
for the Benchmark 2021-B24 Mortgage Trust, Series 2021-B24 – 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)
and (xxv) 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 “Wells Fargo Bank, National Association, as


 






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Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the VRR Interest Owners under the Pooling
and Servicing Agreement for the Benchmark 2021-B24 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 Goldman Sachs Bank USA is a RR Interest Owner as of the Closing Date, and CREFI is
the 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 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
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) and (xxvii) 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-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 Goldman Sachs Bank USA. The Initial
VRR-C Risk Retention Consultation Party shall be GSMC.


 






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“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)
and (xxvi) 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
Retained Prepayment Premiums and Yield Maintenance Charges”: As defined in Section 4.01(d) of this Agreement.


 


“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


 






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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 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.


 


“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.


 






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“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), (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.


 






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(v)       Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and the related Serviced Pari Passu Companion Loan(s) in accordance with the respective Stated Principal Balances
of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to the Serviced
AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, pro rata and pari passu, by the Trust
and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of the
related Mortgage Loan and Serviced Pari Passu Companion Loan.


 


[End
of Article I]


 


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF

CERTIFICATES; 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.


 






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(b)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers to the extent provided in the applicable Mortgage Loan
Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect
to letters of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so assigned,
with copies to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit). If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied
upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit
certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments
referred to in clauses (ii), (iii), (iv), (vii), and (ix) of the definition of “Mortgage
File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed),
solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered,
or will be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of
the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional
basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall
be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or
instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable
Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording)
is delivered to the Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument,
or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance company,
in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”,
to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon,
is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed
eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller
is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day
period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be
delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iii),
(iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,”
with evidence of filing or recording thereon, for any other reason, including, without limitation, that such non-delivered document
or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered
document or 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


 






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in
the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”
by the appropriate county recorder’s office or the applicable title insurance company to be a true and complete copy of
the original thereof submitted for recording) is delivered to the Custodian on or before the Closing Date. Neither the Trustee
nor any Custodian shall in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any
Mortgage Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete
and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii)), clause
(x) (to the extent not already assigned pursuant to clause (iii)) or clause (ix) of the definition of “Mortgage
File” solely because of the unavailability of filing or recording information as to any existing document or instrument,
such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan on the Closing
Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit H; provided that all required
original assignments with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or
recording, if applicable) are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within
such longer period, not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage
Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such
180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county
recorder’s office the applicable filing or recording information as to the related document or instrument); and provided,
further, that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause
(e) of the final proviso to the definition of “Mortgage File” herein. If, in accordance with the related Mortgage
Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement, as to any Mortgage Loan, the related Mortgage
Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee
referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii)) or
clause (ix) of the definition of “Mortgage File”, such Mortgage Loan Seller may provisionally satisfy the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by
delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment in the form sent
for recording or filing or (except for recording or filing information not yet available) to be sent for recording or filing;
provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon)
shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything herein
to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of “Mortgage File”
and relating to a Serviced Mortgage Loan, the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer
(which letter of credit shall be titled in the name of, or assigned to, “Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of
the registered holders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, and
the RR Interest 


 



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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 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


 






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Assignment received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian
to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such document or instrument
is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded
or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein,
on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare,
at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller
or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or
filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording
or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue
such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense,
and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense
of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records
of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a
copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment
cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the
Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which,
having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear
of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3
to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where,
in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to
the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related
Mortgage Loan, against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the Master Servicer,
the Special Servicer, any Sub-Servicer or the Depositor.


 


(d)       All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in each case, financial statements, operating statements and any other information provided by the respective
Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such
communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared by
the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii)
are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each Mortgage
File, shall 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


 






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behalf of the Trustee in trust for the benefit of the
Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion
Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File.


 


(e)       In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee
and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart of each
of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.


 


(f)       The
Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three
(3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow accounts
maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the
name of the applicable Mortgage Loan Seller or any other name, to be transferred to the Master Servicer (or a Sub-Servicer) for
deposit into Servicing Accounts.


 


(g)       With
respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee will be required to provide
any such required notice or make any such required request to the related franchisor (with a copy of such notice or request to
the Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable comfort
letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing
comfort letter).


 


(h)       Each
Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan Seller shall
deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence
Files to the Intralinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later than sixty
(60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via email to
each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder,
the Asset Representations Reviewer and the Operating Advisor at the email addresses set forth in this Agreement) an officer’s
certificate to the address set forth in Section 13.05, signed by the applicable Mortgage Loan Seller certifying that the
electronic copies of the documents and information uploaded to the Intralinks Site constitute all documents and information required
under the definition of “Diligence File” (the “Diligence File Certification”), which shall be organized
and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and the related Mortgage
Loan Seller, and shall provide the Master Servicer and Special Servicer with access to the Intralinks Site.


 


(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


 






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to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the related
Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related
Non-Serviced PSA, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced
Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance
with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization Date, (2) no letter of credit
need be amended (including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related Servicing
Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) 180 days
following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such Servicing
Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01,
and (3) on and following such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to
the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively
relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage Loan documents relating to such Servicing
Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related
Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause
the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to such Servicing Shift Whole
Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the
event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation
of instruments of assignment in the name of the related Other Trustee or related Non-Serviced Custodian, (d) if the right under
clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed
and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection
with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and items specified in clauses (x) and (xii)
of the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Other Servicer.


 


(j)       On
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


 






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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 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).


 






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(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 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


 






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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 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


 






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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 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


 






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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 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
2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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.


 






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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;


 


(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


 






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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 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 


 



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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 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


 






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such Mortgage Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected
Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured
by a Loss of Value Payment.


 


With
respect to any Non-Serviced Mortgage Loan, if a “material document defect” under, and as such term or any analogous
term is defined in, the related Non-Serviced PSA exists with respect to the related Non-Serviced Companion Loan, and if the applicable
Mortgage Loan Seller (or other responsibly party) repurchases the Non-Serviced Companion Loan from the related Non-Serviced Trust,
then the related Mortgage Loan Seller shall promptly repurchase such Non-Serviced Mortgage Loan at the applicable Purchase Price;
provided, however, that the foregoing shall not apply to any “material document defect” related to the
promissory note for the related Non-Serviced Companion Loan.


 


If
any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document
requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage
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


 






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substitution promptly
following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement, no delay
in the discovery of a Material Defect shall relieve the applicable Mortgage Loan Seller of its obligation to repurchase if it
is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II unless (i) the
related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such delay is a result
of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice as required
by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such
Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect
does not relate to the applicable Mortgage Loan not being a Qualified Mortgage, and (iv) such delay or failure to provide notice
precludes such Mortgage Loan Seller from curing such Material Defect. Notwithstanding the foregoing, if a Mortgage Loan is not
secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility,
nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower), then the failure
to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with
respect to a Mortgage Loan, the 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


 






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Section 2.01(b)); or (f) with respect to any related leasehold
Mortgage Loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease;
provided, however, that no Defect (except the Defects previously described in subclauses (a) through (f)
of this Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan,
the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect
to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies
under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage
Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any immediate
significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced Mortgage Loan previously
described in subclauses (b) through (f) of this Section 2.03(c) shall be considered to materially and adversely
affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the related Mortgage Loan Seller, after receipt of notice of such Defect, fails to produce a copy of the document with
respect to which the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original
or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to
the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions
or a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition
of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not
be considered a Material Defect with respect to any 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


 






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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 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


 






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the Master Servicer’s and/or the Special Servicer’s collection or
recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the
terms of this Agreement; provided, further, that the Master Servicer or, with respect to a Specially Serviced Loan,
the Special Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in
accordance with the Servicing Standard.


 


(h)       If
(i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03
and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in the
related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to
constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for purposes of
this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying
Loans satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such
Crossed Mortgage Loan Group satisfy the aforementioned criteria, the applicable Mortgage Loan Seller may elect either to repurchase
or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase
or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or other cash collateral
or letters of credit securing the Crossed Underlying Loans shall be allocated 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


 






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Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies
against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral securing
its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans
still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise its
remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of the
other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such
party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies
until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies
with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)       (i)
In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) that
a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect
to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer. The
Master Servicer or the Special Servicer, as applicable, shall then promptly forward it to the related Mortgage Loan Seller and
each other party to this Agreement and take the actions 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.


 






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(l)       (i)
Within two (2) Business Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request made by any party
other than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other than the Directing
Certificateholder or a Controlling Class Certificateholder, in each case, related to a Non-Specially Serviced Loan, the Master
Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”) to the Special
Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect to such PSA Party Repurchase
Request. The Master Servicer will also be required to deliver to the Special Servicer the Servicing File and all information,
documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such
Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan(s), either in the Master Servicer’s
possession or otherwise reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to the extent
set forth in Section 3.19. Upon receipt of such Master Servicer Proposed Course of Action Notice and such Servicing File
and other material, the Special Servicer shall become the Enforcing Servicer with respect to such PSA Party Repurchase Request.


 


After
a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request was
initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice
(a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, at the address
specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator. The Certificate
Administrator will be 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


 






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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


 


(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


 






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also received responses from other Certificateholders or Certificate Owners supporting
the Enforcing Servicer’s initial Proposed Course of Action, such additional responses from other Certificateholders or Certificate
Owners shall also be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for
purposes of determining the course of action approved by the majority of responding Certificateholders.


 


(ii)       If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers a Preliminary
Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall
have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party
entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights against the related
Mortgage Loan Seller, subject to any consent or consultation rights of the Directing Certificateholder pursuant to Section
6.08.


 


For
the avoidance of doubt, no party other than the Enforcing Servicer shall be obligated or entitled to exercise such rights.


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a)
the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses
(a) and (b), a “Requesting Certificateholder”; 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.


 






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(v)       If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If there are more than one Requesting Certificateholder that timely deliver a Final Dispute Resolution
Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders
of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to
such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the
terms of this Agreement within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing
Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder
or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed
Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request,
then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase
Agreement; provided, however, that such Material Defect shall not be deemed waived with respect a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party or that should have been known to such party with the exercise of reasonable diligence at
the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website and (iii) if the
Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then
the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole 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


 






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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 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


 






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two peremptory
challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services
Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties
to the extent possible.


 


(iii)       Prior
to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of
bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)       After
consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties,
with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority
to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and shall do so by reasoned decision on the motion of any party to the arbitration.


 


(v)       Notwithstanding
whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration
shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith
voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in
good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding
Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator shall have the ability to grant
the parties, or either of them, 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.


 






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(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.


 


      (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


 






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agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Certificateholder.


 


(v)       In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)       The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that (A) the
Certificateholders 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 


 



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a fully executed original counterpart of each of the Mortgage Loan Purchase
Agreements, together with the assignment to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust.
Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other
assets comprising the Lower-Tier REMIC, receipt of which is hereby acknowledged, (i) the Trustee acknowledges the issuance of
the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (ii) the Trustee acknowledges the creation of the
Grantor Trust (as described in Section 2.05 below); (iii) the Trustee acknowledges the contribution by the Depositor of
the Lower-Tier Regular Interests to the Upper-Tier REMIC; 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


 






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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 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 


 



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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 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


 






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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 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


 






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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 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


 






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Intercreditor Agreement) are silent as
to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The Master Servicer shall not be responsible
for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)       The
relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)       The
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)       Within
sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the
later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant
to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as
having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section
2.01(b)) for the benefit of the Certificateholders and 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


 






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Leases shall be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer shall have any liability
for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 


(g)       Notwithstanding
anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect
to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer included in the Trust
Fund.


 


(h)       Servicing
and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement
for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust Fund or for such longer
period as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related Companion Holder to
or for the benefit of the Trust or any party hereto, or payable to the related Companion Holder, in accordance with the related
Intercreditor Agreement remain due and owing.


 


(i)       The
Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or Serviced Whole
Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to
any such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement
shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any
Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion
Loan(s), in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced
Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion
Loan and then, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion Loan (if
any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu
Companion Loan(s).


 


(j)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor
Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to making
Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing
agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that neither the Master
Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that,
other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with respect to claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred
in connection with a legal claim or action resulting from an action or inaction taken or not taken while the related Serviced
Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan
on and after the date the related Serviced Mortgage Loan is


 






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no longer part of the Trust Fund shall be payable out of the Trust
Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases
to be part of the Trust Fund; provided, further, however, that if, in the case of any Serviced Whole Loan,
the related Serviced Companion Loans continue to be included in Other Securitizations, then for so long as a separate servicing
agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of
determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing
Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances
made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections
on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by
the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority
as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect
to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced Intercreditor Agreement and
the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with respect thereto under the related
Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan)
under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)       The
parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related Non-Serviced
Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement, (i) the related
Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer and Non-Serviced Special
Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the related Non-Serviced Companion Loan
is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the related Non-Serviced Mortgage Loan is
included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor Agreement, the related Non-Serviced Whole
Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until such time as a new servicing agreement
has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in accordance with the provisions of such
agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a
downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates then outstanding.


 


(m)       Notwithstanding
anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s
obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with


 






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respect
to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement. The Master Servicer
(or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent
with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan)
under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related Intercreditor Agreement,
the provisions of the related Intercreditor Agreement shall control.


 


(n)       Subject
to Section 11.15 of this Agreement, in connection with the securitization of any of the Serviced Pari Passu Companion Loans,
each of the Master Servicer, the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee,
as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related
Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably determines
to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


 


Section
3.02 Collection of Mortgage Loan Payments. (a) Each of the Master Servicer and the Special Servicer shall make
reasonable efforts consistent with the Servicing Standard to collect all payments called for under the terms and provisions
of the Mortgage Loans and the Companion Loans it is obligated to service hereunder, and shall follow such collection
procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that
with respect to each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance
with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any
enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than
requests for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of
such Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further
that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply
excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special
Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment on a
Mortgage Loan or Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four
(24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that the Master
Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any
delinquent payment on a Mortgage Loan or Companion Loan one additional time in such 24-month period so long as with respect
to any of the foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to
the Trust with respect to such Mortgage Loan or Companion Loan. Any additional waivers during such 24-month period with
respect to such Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special
Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver
to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event, the
Directing Certificateholder has consented to such additional waiver (provided that if the Master Servicer or Special
Servicer, as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within
five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to


 






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such proposed waiver); provided, further, that after the occurrence and during
the continuance of a Control Termination Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty
Charge in accordance with the Servicing Standard without the consent of the Directing Certificateholder; provided, further,
that the Directing Certificateholder shall have no consent rights with respect to any Excluded Loan with respect to the foregoing
waivers.


 


(b)       (i)
All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under
the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions
of the Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents
(including any related Intercreditor Agreement), all amounts collected by or on behalf of the Trust in respect of a Mortgage Loan
in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage
Loan (in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders of the related Companion
Loan(s) pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage
Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust
fund expenses of the Trust (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;


 






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fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the
Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


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;


 






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provided
that to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s
rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection
with a condemnation) at a time when the 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


 






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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 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-


 



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Serviced
PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application
as described above.


 


(iii)       Notwithstanding
clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority of distributions of payments
pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party other than a Mortgagor, such
amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged Property (in the case of Insurance
and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan or Companion Loan(s),
as applicable, in accordance with Section 3.02(b)(ii) above.


 


(c)       To
the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related Serviced
Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall apply
all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in 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


 






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to Exhibit T) stating that, as of such date, the Trustee
is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the Master
Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer
all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made
available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor Agreement and the related
Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of available and properly identified funds,
deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan, the related Non-Serviced
Mortgaged Property or any related REO Property.


 


Section
3.03 Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments
shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents
and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for
the benefit of the Certificateholders and the 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


 






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thereon and the status of insurance premiums and any ground rents payable in respect
thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan) and each Serviced Companion
Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment
of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as
Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of foreclosure
or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose
Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer in the case
of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) and Companion
Loan(s). Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer any reserve
accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such
Mortgage Loan and the related Serviced Companion Loan(s), as applicable, and the Servicing Standard. To the extent that a Mortgage
Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a Mortgagor to
escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items,
the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other Mortgage 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


 






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urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the
Special Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer
a request for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s
possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall
be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing
Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with
interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement
and any accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant
to the preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer.
Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer
of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement
be deemed to have made such Servicing 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


 






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Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance.
All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided
in Section 3.05(a). No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including,
without limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders 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


 






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manner
set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced Intercreditor Agreement.


 


(d)       In
connection with its recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts
then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the amount
of such Servicing Advance from the date made to, but not including, the date of reimbursement. Subject to Section 3.17(c),
the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for any outstanding Servicing
Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any
Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the
Master Servicer’s or the Trustee’s options and rights to defer recovery of such amounts as provided herein; provided,
however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall
not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided
for in this sentence. To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion
Loan are insufficient for any such reimbursement, the Master Servicer shall use efforts in accordance with the Servicing Standard
to enforce the rights 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


 






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following payments and collections received or made by or on behalf of it
subsequent to the Cut-off Date (other than in respect of principal and interest on the Mortgage Loans or Companion Loans due and
payable on or before the Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its
respective designee and other than any amounts received from Mortgagors which are received in connection with the purchase of
defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable
to a period subsequent thereto:


 


(i)       all
payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on Serviced Companion
Loans;


 


(ii)       all
payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment Premiums,
Yield Maintenance Charges and Default Interest;


 


(iii)       late
payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses of the
Trust (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;


 






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provided that such amounts
shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then
withdrawn.


 


The
foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary
statements or demands, assumption fees, Modification Fees, extension fees, defeasance fees, amounts collected for Mortgagor checks
returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional
servicing compensation need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit
in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. Assumption, extension and Modification Fees actually received from
Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon
receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced
Loans, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection
Account, in accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an
REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into
the Collection Account, pursuant to 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


 






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related Distribution Date, and (y) in the Excess
Interest Distribution Account all Excess Interest for the related Distribution Date, in each case to the extent on deposit in
the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).


 


With
respect to each Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder,
to be held for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying
Agent’s receipt of properly identified and available funds (to the extent consistent with the related Intercreditor Agreement),
deposit in the Companion Distribution Account any and all amounts received by the Companion Paying Agent that are required by
the terms of this Agreement or the applicable Intercreditor Agreement to be deposited therein; provided, however,
that the Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with respect to
such Serviced Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent each month, on or before the Master
Servicer Remittance Date therein, for deposit in the Companion Distribution Account, an aggregate amount of immediately available
funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of available funds, equal to the
amount to be distributed to the related Companion Holder pursuant to the terms of this Agreement and the related Intercreditor
Agreement. Notwithstanding the preceding, the following provisions shall apply to remittances relating to the Serviced Companion
Loans that have been deposited into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer
shall withdraw from the Collection Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections
actually received on, and payable to, such Serviced Companion Loans prior to such dates; provided, however, that
in no event shall the Master Servicer be required to transfer to the Companion Distribution Account 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


 






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required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account:


 


(i)       any
amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a) as Compensating Interest Payments (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment
Interest Shortfalls;


 


(ii)       any
P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;


 


(iii)       any
Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders of
the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in the Trust Fund
pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the Collection Account pursuant
to Section 9.01);


 


(iv)       any
Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)       any
other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision of
this Agreement.


 


If,
as of the close of business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred
to in the foregoing clauses (i) through (v) or any Excess Interest is required to be delivered hereunder, the Master
Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or
the Excess Interest Distribution Account, as applicable, the amounts 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.


 






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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 Wells Fargo Bank, National Association is the Certificate Administrator; provided,
however, that if, at any time, Wells Fargo Bank, National Association is no longer the Certificate Administrator, such
funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator, in Permitted
Investments selected by the party hereunder that maintains such account which shall mature, unless payable on demand, not later
than such time on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution
Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All
such Permitted Investments shall be made in the name of “[name of successor certificate administrator], as Certificate Administrator,
for the benefit of Wells Fargo Bank, National Association, as Trustee for the Holders of the Benchmark 2021-B24 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2021-B24 as their interests may appear”, or in the name of any successor
trustee, as Trustee for the Holders of the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2021-B24 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


 






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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 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.


 






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(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.


 


(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


 






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paragraph of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution
Account the amounts required to be so deposited with respect to the Companion Loans;


 


(ii)       (A)
to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division of PNC Bank,
National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master Servicer,
any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion Loan,
Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant
to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan or REO
Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion Loan
(whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the
form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each
Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in connection
with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced Loan (provided
that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject to the terms of the
related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from
the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective Stated
Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion
Loan, as applicable, and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related
Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced
Mortgage Loan and Serviced Pari Passu Companion Loan(s)) and then out of general collections on the Mortgage Loans and
REO Properties, (C) to pay the Operating Advisor any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect
of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than any related Companion Loan), as applicable,
the Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this
clause (ii)(C) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than any related
Companion Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan (whether in the form
of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation
Proceeds), Specially Serviced Loan or REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation
Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer (1) any unpaid
Asset Representations Reviewer Fee in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (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


 






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Representations Reviewer’s right to payment of the Asset Representations Reviewer Fee pursuant to this clause
(ii)(D)(1) with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than (i) any related
Companion Loan, (ii) any Servicing Shift Whole Loan and (iii) any Non-Serviced Mortgage Loan), as applicable, being limited to
amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances, Liquidation Proceeds
or Insurance and Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form of REO Revenues, Liquidation
Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, or (2) (to the extent such
fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee payable in connection with
any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)       to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent
Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and REO Loans
with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from
any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB
Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection
Account; provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed
Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled
to reimbursement for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage
Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal
to the extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances, the
Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to
this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related Companion Loan
or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
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


 






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Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal
Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to
any Serviced AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and Serviced AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in the Collection Account related to any Mortgage Loan); provided, however, that if such Servicing
Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries
on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent
collections or recoveries of principal to the extent provided in clause (v) below; provided, further, that
if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)       to
reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances first,
out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan
and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect
thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties, then,
to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any
exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the
Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion of the general
collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above; (provided
that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement) (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s)
in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan, and then, pro rata and pari passu, from the related Serviced
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal
Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s); and provided, further,
that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such
reimbursement shall be made as described above in this clause (v)(1) and (v)(2), 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


 






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Nonrecoverable P&I Advances
from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced
Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan(s)), in accordance with
the terms of the related Intercreditor Agreement (provided that, with respect to any AB Whole Loan, the foregoing with
respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms
of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan, are allocated
to the related Serviced Mortgage Loan and Serviced AB Subordinate Companion Loan, prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect
to any Mortgage Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained
unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage
Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;


 


(vi)       at
such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer for a
related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including
any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii) or clause
(v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable
thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances (including any
such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v)
above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest
accrued and payable thereon in accordance with Section 3.03(d) and Section 3.11(d) or (c) any Nonrecoverable Advances
pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as
the case may be, any interest accrued and payable thereon; provided that in all events, subject to the related Intercreditor
Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any
related Serviced Companion Loan, and interest on Servicing Advances on any Serviced Whole Loan shall be paid (i) with respect
to a Serviced Pari Passu Whole Loan, pro rata and pari passu, out of collections on the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective outstanding principal balances, or
(ii) with respect to a Serviced AB Whole Loan, first, out of collections on the related AB Subordinate Companion Loan and
then, pro rata and pari passu, out of collections on the related Serviced Mortgage Loan and the related Serviced
Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage
Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan);


 






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(vii)       to
reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any unreimbursed
expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation
of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage
Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance of its duties under Section
2.02 and/or Section 2.03 of this Agreement or out of the enforcement of the repurchase or substitution obligation or
any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan, being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv) of
the definition of Purchase Price;


 


(viii)       in
accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first, out of
Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan, and
then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the performance of its duties under Section 2.02 and/or Section 2.03 of this Agreement
or in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6 of the applicable
Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii)
above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation
Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related
Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the
related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated
Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan,
and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari
Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage
Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing
shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with
respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each
case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)       to
pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation
Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or REO Loan and
then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement
relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari


 







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passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii)
with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and then,
pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s)
(if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari
Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior
to being payable out of general collections with respect to the Mortgage Loan;


 


(x)       to
pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest and investment income
earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account
as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect to the Collection Account
and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the Master
Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty Charges collected while the
related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan and
any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs
and expenses incurred by the Trust (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


 






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to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement
(i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu
Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances or (ii)
with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any), and then,
pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s)
(if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari
Passu Companion Loan(s) (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior
to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)       to
pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b), Section
3.18(b), Section 3.18(c), 3.18(g) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost
of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c) in connection with an amendment
to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests
of Certificateholders and 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);


 






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(xvi)       to
pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated
by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)       to
remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the
Interest Reserve Account pursuant to Section 3.21;


 


(xviii)       to
reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant to
Section 3.26(i);


 


(xix)       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


 






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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.


 


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


 






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Certificate Administrator,
the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor pursuant to Section 10.01(g);


 


(vi)       to
pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to the Lower-Tier
REMIC or the Upper-Tier REMIC;


 


(vii)       to
pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required to be deposited
therein; and


 


(viii)       to
clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(c)       The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(j).


 


(d)       The
Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any
of the following purposes:


 


(i)       to
make (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


 






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Administrator Fee listed in Section 3.05(b)(ii)
and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees
payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section
3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier REMIC Distribution Account
are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based
on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient to reimburse the full amount
of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then
reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second
to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.


 


(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


 






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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.


 


(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


 






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applicable, shall take or cause
to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement.
In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand,
the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained
by or for the Master Servicer) or the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for the Special Servicer) shall:


 


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


 


(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


 






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Account, so long as such depository institution or trust company satisfied the qualifications set forth in the
definition of Eligible Account at the time such investment was made (and, with respect to the Master Servicer, such federal or
state chartered depository institution or trust company is not an Affiliate of the Master Servicer unless such depository institution
or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment
was made and (y) thirty (30) days prior to such insolvency).


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action
as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.


 


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


 






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mutually agree that the Master Servicer will process such default)
and with respect to any Specially Serviced Loan); provided, however, that if any Mortgage permits the holder thereof
to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect
to REO Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as
are consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan; provided,
further, that, with respect to the immediately preceding proviso, the Master Servicer will be obligated to use efforts
consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage
resulting from terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default as determined
by the 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


 






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sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue
such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such Insurance Policies (other
than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released
to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan
documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred
by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced
Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its
obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account)
and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders
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


 






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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 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


 






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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 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.


 






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(d)       At
the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non-Serviced
Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with
applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain, and, if the related
Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable
rates (as determined by the Master Servicer in accordance with the Servicing Standard and to the extent the Trustee, as mortgagee,
has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage Loan (other
than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance
of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of
(i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii)
the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional
excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If
the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance
for such costs.


 


(e)       During
all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally
designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available at commercially
reasonable rates (as determined by the Special Servicer (with respect to any Mortgage Loan other than an Excluded Loan and prior
to the occurrence and continuance of a Control Termination Event, with the consent of the Directing Certificateholder) in accordance
with the Servicing Standard), a flood Insurance Policy meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum amount of insurance which is available under the National
Flood Insurance Act of 1968, as amended. The cost of any such flood insurance with respect to an REO Property shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is
insufficient therefor, paid by the Master Servicer to the Special Servicer as a Servicing Advance unless determined to be a Nonrecoverable
Advance, and if determined to be a Nonrecoverable Advance, then the Master Servicer shall pay the Special Servicer from the Collection
Account.


 


(f)       Notwithstanding
the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the Master Servicer
(or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least
“A-” by Fitch (if rated by Fitch), the Master Servicer (or its public parent) or the Special Servicer (or its public
parent), as applicable, shall be allowed to provide self-insurance with respect to any of its obligation under this Section
3.07.


 


(g)       Each
of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 






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Section
3.08 Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a
“due-on-sale” clause, which by its terms:


 


(i)        provides
that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon
the sale or other 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


 






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the aggregated Stated Principal Balance of the Mortgage Loans
then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together
with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans
outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting
to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25), provided, however, that with respect to subclauses (y) and (z) of this 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


 






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additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)         requires
the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property
or equity interests in the Mortgagor or principals of the Mortgagor;


 


then,
for so long as such Mortgage Loan (or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer
(with respect to any Non-Specially Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause
(xiv) of the definition thereof, or as to which such matter is a Major Decision and the Master Servicer and the Special 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


 






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LTV Ratio greater than 85% (including any existing
and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate
of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed
additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance
greater than $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 the 2021 calendar year, the period of forbearance
granted, when added to any prior periods of forbearance granted before or after the


 



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Trust acquired such Mortgage Loan (whether
or not such prior grants of forbearance were specifically covered by Revenue Procedure 2020-26), 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, (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 $30,000 (“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 2022; 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,
2021 and the calendar year ending December 31, 2021 (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 April 2021, 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 April 2021, 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 April 2021, 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 April 2021, 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 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 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, the 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, 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 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 the RR Interest Owners 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 2021-B24” 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 2021-B24” 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 2021-B24”
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 RR Interest Owner, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates
or RR Interest Owner and will keep such information confidential (except that such Certificateholder or the 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 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
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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 410 Tenth Avenue Mortgage Loan, the Pittock Block Mortgage
Loan, the 30 Hudson Yards 67 Mortgage Loan, The Village at Meridian Mortgage Loan, the Oakland Commons I&II Mortgage Loan,
the Camellia Trace Mortgage Loan, the Bristol Park Mortgage Loan and the Holiday Inn Philadelphia South Mortgage Loan, (ii) in
the case of GACC with respect to the MGM Grand & Mandalay Bay Mortgage Loan, the 8670 Wilshire Mortgage Loan, the Orlando
Technology Park Mortgage Loan, the Dollar General Portfolio Mortgage Loan and the 6450 Industrial Mortgage Loan, (iii) in the
case of CREFI with respect to the MGM Grand & Mandalay Bay Mortgage Loan, the 141 Livingston Mortgage Loan, the Morgan Stanley
Tower Mortgage Loan and the 9633 Westheimer Road Mortgage Loan and (iv) in the case of GSMC with respect to the U.S. Industrial
Portfolio VI Mortgage Loan, the Dawson Marketplace Mortgage Loan, the JW Marriott Nashville Mortgage Loan, the 711 Fifth Avenue
Mortgage Loan, the Willoughby Commons Mortgage Loan and the Grocery Outlet Truckee 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 as to which (i) JPMCB is the related Mortgage Loan Seller shall be delivered to JPMorgan Chase
Bank, National Association, 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh, email: US_CMBS_Notice@jpmorgan.com,
with a copy to JPMorgan Chase Bank, National Association, 4 New York Plaza, Floor 21, New York, NY 10004-2413, Attention: SPG
Legal, 


 



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email: US_CMBS_Notice@jpmorgan.com (ii) GACC is the related Mortgage Loan Seller shall be delivered to 60 Wall Street,
New York, New York 10005, Attention: Lainie Kaye with copies via email to cmbs.requests@db.com, (iii) CREFI is the related Mortgage
Loan Seller shall be delivered to Citi Real Estate Funding Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention:
Richard Simpson, Facsimile: (646) 328-2943, with a copy to Citi Real Estate Funding Inc., 388 Greenwich Street, 17th Floor, New
York, New York 10013, Attention: Ryan O’Connor, with a copy to 388 Greenwich Street, 6th Floor, New York, New York 10013,
Attention: Ana Rosu, Facsimile: (646) 328-2938, and with copies by electronic mail to Richard.simpson@citi.com, ryan.m.oconnor@citi.com
and ana.rosu@citi.com and (iv) GSMC is the related Mortgage Loan Seller shall be delivered to Goldman Sachs Mortgage Company,
200 West Street, New York, New York 10282, Attention: Leah Nivison, Email: leah.nivison@gs.com and gs-refgsecuritization@gs.com,
and with copies by electronic mail to Joe Osborne at joe.osborne@gs.com and gs-refgsecuritization@gs.com. 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.


 


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 


 



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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 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;


 



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(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, any requests for the funding or disbursement
of amounts from any escrow accounts, reserve funds or letters of credit held as “performance”, “earn-out”,
“holdback” 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 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 exceed, in the aggregate, at the
related origination date, 10% of the initial principal balance of such Mortgage Loan (which Mortgage Loans 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, except for the routine funding of tax payments and insurance
premiums when due and payable (provided that the Mortgage Loan is not a Specially Serviced Loan);


 


(viii)      any
property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A)(x) with a Stated Principal Balance
less than $25,000,000 and (y) for which the debt service coverage ratio or debt yield for such Mortgage Loan (or Whole Loan, if
applicable) is greater than the greater of (X) the debt service coverage ratio or debt yield for such Mortgage Loan as of the
origination date of such Mortgage Loan or (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio or debt yield
for such Mortgage Loan as of the most recent quarterly reporting period and (B) where the property management company will not
be an affiliate of the related borrower following such change or (2) or franchise changes (with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is not required to consent or
approve under the Mortgage Loan documents);


 


(ix)         approve
or consent to grants of easements or rights of way (including, without limitation for utilities, access, parking, public improvements
or another purpose) or subordination of the lien of the Mortgage Loan to easements except with respect to


 






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grants of easements
or rights of way that materially affect the use or value of a Mortgaged Property or a borrower’s ability to make payments
with respect to the related Mortgage Loan or any related Companion Loan;


 


(x)          any
non-material modifications, waivers or amendments of a non-monetary term of an applicable Mortgage Loan document not provided
for in clauses (i) through (ix) above, which are necessary to cure any ambiguities or to correct scrivener’s errors in the
terms of the related Mortgage Loan or Serviced Whole Loan and any modification, consent to a modification or waiver of any material
term of an applicable Mortgage Loan document to the extent the Directing Certificateholder or any affiliate owns a controlling
interest (whether legally, beneficially or otherwise) in the related mezzanine loan, if applicable;


 


(xi)         consents
to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect the use or value
of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as
and when due, provided such releases are required by the related Mortgage Loan documents;


 


(xii)        consent
to actions and releases related to condemnation of parcels of a Mortgaged Property, except with respect to any condemnation with
respect to a material parcel or a material income producing parcel or any condemnation that materially affects the use or value
of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage
Loan or Companion Loan when due);


 


(xiii)       grant
an extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale of a Mortgaged
Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does not extend beyond
120 days after the related Maturity Date and (B) the related borrower has delivered the necessary documentation which provides
that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on
which the related balloon balance will become due;


 


(xiv)      any
assumption of the Mortgage Loan or transfer of the Mortgaged Property or an interest in the Mortgage Borrower, in each case, that
the loan documents allow without the consent of the mortgagee but subject to satisfaction of conditions specified in the loan
documents where no mortgagee discretion is necessary in order to determine if such conditions are satisfied;


 


(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;


 



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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.


 


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


 






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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 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 


 



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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 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


 






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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 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 


 



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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 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 


 



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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 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”.


 






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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 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.


 



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(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 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.


 



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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 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 



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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 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 


 



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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 shall the Trust bear any termination fee required to be paid to any
Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


(f)          The
Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate to
enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)         Each
Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the
Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing Agreement with or without cause
and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor
master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s rights and obligations
under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights
under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance with its
provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations
of the Master Servicer) shall be deemed to automatically assume and agree to the then-current Initial Sub-Servicing Agreement
without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner
which would increase the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing
Agreement, 


 



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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].


 


Section
3.21 Interest Reserve Account. (a) On the Master Servicer Remittance Date occurring in each February and in
any January that occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final
Distribution Date), the Certificate Administrator, in respect of the Actual/360 Loans, shall deposit into the Interest
Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Loans as
of the Due Date occurring in the month preceding the month in which Master Servicer Remittance Date occurs at the related Net
Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited
in any consecutive February and January, “Withheld Amounts”).


 


(b)         On
each Master Servicer Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


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


 






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(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.


 


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 


 



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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 Owner, if applicable)
and the 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. 


 



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Notwithstanding the foregoing, Eightfold Real Estate Capital, L.P. 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 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.


 



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(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.


 


In
the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class G 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 G 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


 






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Mortgage
Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder or mezzanine
lender, as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder or mezzanine
lender, as applicable, is required or permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges
and agrees that each Companion Holder and each mezzanine lender or its respective designee has the right to purchase the related
Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided
for therein. Each of the Master Servicer and the Special Servicer further acknowledges and agrees that any AB Whole Loan Controlling
Holder will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent
provided for herein and in the related Intercreditor Agreement.


 


(b)      Neither
the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement
in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict between the terms of
this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor Agreement that
may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder
or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or
direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance. In no event
shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer
or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special Servicer be
required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion Holder or mezzanine
lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice
each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact information
for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event shall the
Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing Certificateholder
or a new Controlling Class Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer
or the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special Servicer, as
applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder or a new Controlling
Class Certificateholder.


 


(c)      No
direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the Master Servicer or Special
Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable law or any provision of this Agreement,
including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard
and to maintain the REMIC status of each Trust REMIC and the status of the Grantor Trust as a grantor trust, (b) result in the
imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or
(c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate Administrator’s or the
Master Servicer’s responsibilities under this Agreement.


 



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(d)      With
respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan,
to the extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is
exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to exercise
such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction
with the related Companion Holder, as applicable (except to the extent that the Directing Certificateholder is the related Serviced
Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)      Notwithstanding
anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information
and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to
any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced
Whole Loan, to the related Holder of a Serviced Pari Passu Companion Loan, within the same time frame it is required to provide
to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be
provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event
or a Consultation Termination Event) and (ii) to consult with any related Holder of a Serviced Pari Passu Companion Loan on a
strictly non-binding basis, to the extent having received such notices, information and reports, such related Companion Holder
requests consultation with respect to any such Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion
Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related Companion
Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report
required to be provided to the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated to consult
with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day
period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously proposed,
in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal and delivery of all
information relating thereto). Notwithstanding the consultation rights of the related Holder of a Serviced Pari Passu Companion
Loan set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set
forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders, the RR
Interest Owners and the related Companion


 






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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 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


 






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which
it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement
of the Master Servicer or Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist)
if (i) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the
master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency, (ii)
KBRA has not publicly cited servicing concerns of the applicable replacement master servicer or special servicer, as applicable,
as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction
serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if KBRA is the
non-responding Rating Agency or (iii) it is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding Rating Agency.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating
Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such
written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5
Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly
following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section
3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement
did not exist), the Master Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information
Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such
notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)      Notwithstanding
anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage Loan document relating to
defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral) or release or substitution
of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which the Master Servicer or
Special Servicer would have been permitted to waive obtaining or to make a determination with respect to such Rating Agency Confirmation
pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).


 


(c)      For
all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall
deliver Rating Agency Confirmation from each Rating Agency.


 


Section
3.26 The Operating Advisor.  (a) The Operating
Advisor shall 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


 



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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.


 


(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 Asset-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


 



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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 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 mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and the Directing
Certificateholder of such error).


 






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(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.


 


(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


 



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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 Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.07(a).


 


(i)       As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to each Mortgage Loan (excluding 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


 






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no event shall the Master Servicer or the Special Servicer take any enforcement
action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided
that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating
Advisor prior to any such waiver or reduction. Notwithstanding the foregoing, the Operating Advisor shall have no obligations
or consultation rights as Operating Advisor with respect to any Non-Serviced Whole Loan or any related REO Property; provided,
further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect to any Non-Serviced
Whole Loan.


 


(j)       After
the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of Holders
of Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of Appraisal Reduction
Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting
a vote to replace the Operating Advisor with a replacement Operating Advisor selected by such Certificateholders (provided
that the proposed replacement Operating Advisor is an Eligible Operating Advisor) and (ii) payment by such requesting Holders
to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection
with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation
from each Rating Agency (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders
and will not constitute an additional expense of the Trust). The Certificate Administrator shall promptly provide written notice
to all Certificateholders 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


 



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operating advisor within thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted
to find a replacement. The Trustee shall not be liable for any failure to identify and appoint a successor operating advisor so
long as the Trustee uses commercially reasonable efforts to conduct a search for a successor operating advisor and such failure
is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(l)       The
Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination Event hereunder
may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator
shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to
such Operating Advisor Termination Event prior to such waiver from the Trust.


 


(m)      Prior
to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days’ prior written
notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, 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


 



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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 RR Interest Owner or any third
party, and (iv) the Operating Advisor does not constitute an “investment adviser” within the meaning of the Investment
Advisers Act of 1940, as amended.


 


(r)       With
respect to the determination of whether an Operating Advisor Consultation Event has occurred and is continuing, or has terminated,
the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator of notice thereof pursuant
to Section 3.23(m) of this Agreement, and, with respect to any obligations of the Operating Advisor that are performed
only after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor shall have
no obligation to perform any such duties until the receipt of such notice.


 


Section
3.27 Companion Paying Agent.     (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall
be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement.


 


(b)       No
provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent failure
to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion
Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable
except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement
against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying
Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions,
certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by
any Person and which on their face do not contradict the requirements of this Agreement.


 


(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.


 






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(d)       This
Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent,
as regards to rights accrued prior to such resignation or removal.


 


Section
3.28       Companion Register.       The Companion Paying Agent shall maintain a register (the “Companion
Register”) with respect to each Serviced Companion Loan on which it will record the names and address of, and wire
transfer instructions for, the Companion Holders from time to time, to the extent such information is provided in writing to
it by each Companion Holder. The initial Companion Holders, along with their respective name and address, are listed on Exhibit
S hereto. In the event a Companion Holder transfers a Companion Loan without notice to the Companion Paying Agent, the
Companion Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall have no
obligation to recover and redirect such payment.


 


The
Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.
The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For
the avoidance of doubt, unless specifically provided to the contrary in the related Intercreditor Agreement or this Agreement:
(x) any notices, reports or other information required to be delivered pursuant to this Agreement by any party hereto to a Serviced
Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other
Servicer under the Other Pooling and Servicing Agreement; and (y) any notices, reports or other information required to be delivered
pursuant to this Agreement by any party hereto to a holder of a Non-Serviced Companion Loan shall be provided to the applicable
Non-Serviced Master Servicer under the related Non-Serviced PSA.


 


Section
3.29   Certain Matters Relating to the Non-Serviced Mortgage Loans.    (a) In the event that any of the applicable
Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced
in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge
its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, as the case may be.


 


(b)       If
any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master
Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the
Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master Servicer
of the same.


 


(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


 



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efforts to cooperate with such Serviced Companion
Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes,
and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating
to such Other Securitization.


 


(d)       In
connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices or materials
required to be furnished by such Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan pursuant
to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination
Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The Special Servicer
may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event)
waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor Agreement.


 


(e)       With
respect to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, the Directing Certificateholder, prior to the occurrence
and continuance of a Consultation Termination Event, or the Operating Advisor, following the occurrence and during the continuance
of a Consultation Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage
Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement)
under the related Intercreditor Agreement.


 


(f)       With
respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement
and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)       With
respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous
term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement,
the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations
Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by providing the
Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset
Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession of the Master
Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(h)       On
each Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related
Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained
by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced
PSA and retain a copy of such Mortgage File and (ii) the Master 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


 






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Payments, reserve funds and originals of items specified in clauses (x) and (xii) of
the definition of Mortgage File for the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the
related Servicing Shift Securitization Date.


 


Upon
receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being
securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request
for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable
requests in connection with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it
pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly
upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together
with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator,
Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section
3.30 [Reserved].


 


Section
3.31 [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


 






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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.


 


(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


 



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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 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


 






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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 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 of the MGM Grand & Mandalay Bay Mortgage Loan and The Galleria
Office Towers 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


 



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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 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


 



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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 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.


 



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Article
IV


 


Distributions
TO CERTIFICATEHOLDERS AND RR INTEREST OWNER


 


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-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-F Certificates, the Class X-G 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;


 


(ii)       second,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates in reduction of their Certificate Balances: (I) prior to the Cross-Over
Date (1) first, to the Holders of the Class A-SB Certificates, in an amount up to the 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 Certificates 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 the Class A-2 Certificates is reduced to zero; (4) fourth,
to the Holders of the Class A-3 Certificates in an amount up to the 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


 






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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-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-3,
Class A-4, Class A-5 and Class A-SB Certificates is reduced to zero;


 


(iii)       third,
to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates and the Class A-SB Certificates pro rata (based upon the aggregate unreimbursed 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 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-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-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;


 



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(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 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;


 



    303


     


    

 





(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 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;


 



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(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 NR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount
in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)       twenty-sixth,
after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates, Class D Certificates,
Class E Certificates, Class F Certificates and Class G Certificates have been reduced to zero, to the Holders of the Class NR
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 NR Certificates is reduced to zero;


 


(xxvii)       twenty-seventh,
to the Holders of the Class NR 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


 


(xxviii)       twenty-eighth,
to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining
in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If,
in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution
to DTC based on the receipt of payments as of


 






    305


     


    

 


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 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 Uncertificated
Interest, the Class X-F Certificates, (v) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates and
(vi) in the case of the Class LNR Uncertificated Interest, the Class 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


 



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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;


 


(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


 



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distributed by the Certificate Administrator to the Holders of each Class of Regular Certificates
(other than the Class X-F, Class X-G, Class X-NR, Class F, Class G and Class NR) 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 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-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 


 



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Whole Loan, as applicable, and is less than the Pass-Through Rate on such Class of Certificates, then
the Base Interest Fraction will be one (1).


 


For
purposes of the preceding paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium
or Yield Maintenance Charge collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall
be a rate per annum equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or
Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate
(as reported by the applicable Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount
rate was not used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of
the relevant Mortgage Loan or REO Loan, as the case may be, the yield calculated by the linear interpolation of the yields (as
reported under the heading “U.S. Government Securities/Treasury Constant Maturities” in Federal Reserve Statistical
Release H.15 (519) published by the Federal Reserve Board for the week most recently ended before the date of the relevant prepayment
(or deemed prepayment) of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating
the related Stated Maturity Date (in the case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the Anticipated
Repayment Date (in the case of a Mortgage Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted
to a monthly equivalent yield. If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator
shall select a comparable publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


(ii)       No
Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class X-F, Class X-G, Class X-NR, Class
F, Class G, Class NR, Class S or Class R Certificates. Instead, after the Notional Amounts of the Class X-A, Class X-B, Class
X-D, Class X-F, Class X-G and Class X-NR Certificates, and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D 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 


 



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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 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


 



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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 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


 



    311


     


    

 


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.


 


(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,


 






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and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)       to
pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related Companion
Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)       to
clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of
such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account
so appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by check
sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account
shall be located at a commercial bank in the United States.


 


On
the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate
Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that
it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding
Master Servicer Remittance Date in accordance with Section 3.05(g)(v).


 


Section
4.02 Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney.      (a)
On each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the Certificate
Administrator’s 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


 



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Collection Period for such Determination
Date together with detailed calculations of servicing compensation paid to the Master Servicer and the Special Servicer;


 


(iv)       the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)       the
aggregate amount of unscheduled payments received;


 


(vi)       the
number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)       the
number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent 60 days to 89 days,
(C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and (E) for which
the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       the
value of any REO Property (and, with respect to any Serviced Whole Loan, the Trust’s interest therein) included in the Trust
Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis, based on the most recent
Appraisal or valuation;


 


(ix)       the
Available Funds 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;


 



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(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 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


 



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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];


 


(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 


 



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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 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 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)


 






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to the extent such action does not
conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged Information confidential),
the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability of such information or reports
on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement
except as set forth herein. In connection with providing access to the Master Servicer’s Internet website, the Master Servicer
shall take reasonable measures to ensure that only such parties listed above may access such information including, without limitation,
requiring registration, a confidentiality agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer,
as applicable, shall not be liable for dissemination of this information in accordance with this Agreement, and neither the Master
Servicer nor the Special Servicer shall be responsible for any information delivered, produced, or made available pursuant to
Sections 3.13 and 4.02(b), other than information produced by the Master Servicer or Special Servicer, as applicable;
provided that such information otherwise meets the requirements set forth herein with respect to the form and substance
of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection,
any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such report.


 


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate
the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report
or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely
thereon in calculating and making distributions to Certificateholders 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, 


 



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as soon as reasonably
practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting party
such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such Person, for purposes of satisfying applicable reporting requirements under Rule 144A under
the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the
sufficiency under Rule 144A or any other securities laws of any available information so furnished to any Person including any
prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)       The
information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)       Upon
the reasonable request of any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non-Specially
Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s
reasonable satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s
or Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available
(or forward electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to such Excluded Controlling Class Holder through the Certificate Administrator’s Website on account of it constituting
Excluded Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder
is not a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer may require a
written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master
Servicer or Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling Class
Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer
or Special Servicer may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively
rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder, as applicable, of an Investor
Certification substantially in the form of Exhibit P-1B that such Directing Certificateholder or Controlling Class Certificateholder
is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special
Servicer referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the
related Excluded Special Servicer Loan(s).


 


Section
4.03 P&I Advances.  (a) On or before 4:00 p.m., New York City time, 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


 



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Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage
Loans or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount
of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I
Advances with respect to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s records and replaced
by the Master Servicer by deposit in the Collection Account on or before the next succeeding Master Servicer Remittance Date (to
the extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect
of which P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount
of P&I Advances with respect to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable P&I
Advances with respect to the Mortgage Loans for such Distribution Date, on or before two (2) Business Days prior to such Distribution
Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any Master Servicer
Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New York City time, on the
related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written notice of such cure
to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution Date. In the event that
the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee
of such circumstances by 4:30 p.m., New York City time, on the related Master Servicer Remittance Date. Notwithstanding the foregoing,
the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for the related
Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account
but shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.


 


To
the extent required under the related Intercreditor Agreement, if a P&I Advance is made with respect to any Mortgage Loan
with a related Serviced Companion Loan, the Master Servicer or Trustee, as applicable, shall notify the Other Servicer and the
Other Trustee of the amount of the P&I Advance it made with respect to such Mortgage Loan within two (2) Business Days of
making such P&I Advance.


 


(b)       Subject
to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with
respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic Payments (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 


 



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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 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


 



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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 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


 



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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 NR Certificates, second, to the Class G Certificates,
third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-S Certificates
and then, pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5 and Class A-SB Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates
have been reduced to zero.


 


(c)       With
respect to any Distribution Date, any 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


 






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of each such Class is reduced to zero (i.e., first, to the
Class NR Certificates, second, to the Class G Certificates, third, to the Class F Certificates, fourth, to
the Class E Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh,
to the Class B Certificates, eighth, to the Class A-S Certificates, and, finally, to the Class A-1, Class A-2, 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 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


 






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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 or an Operating Advisor
Consultation 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 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 


 



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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
(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, 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 


 



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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 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.


 


(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 



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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 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.


 



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(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.


 


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;


 






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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 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


 






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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, the 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 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 


 



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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 respondent, and shall
not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any of their respective Affiliates
will certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall
have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be required
to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information
Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document
Request Tool will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 


Section
4.08 Secure Data Room.   (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall,
upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date,
deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall promptly upload
the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor,
in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification
substantially in the form of Exhibit RR hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 



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(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.


 


(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


 






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determined
by the officers executing such Certificates, as evidenced by their execution thereof. 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) 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 X-D, Class X-F, Class X-G, 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 Amount, as
applicable, that includes the excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such
Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount. The Class R and Class S Certificates
shall be issued, maintained and transferred in minimum Percentage Interests of 10% of such Class R or Class S Certificates and
in integral multiples of 1% in excess thereof.


 


(b)       One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section
5.02 Form and Registration. No Transfer of any Non-Registered Certificate shall be made unless that Transfer
is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification
under applicable state securities laws, or is made in a transaction which does not require such registration or
qualification. If a Transfer 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


 






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“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 Book-Entry Certificate may from time to time be increased or decreased by
adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the
Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with Transfers and exchanges as herein provided. If Wells Fargo
Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated
as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent,
which may be the Trustee or an Affiliate thereof.


 


(b)        Certificates
of each Class of Non-Registered Certificates (other than 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


 






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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 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


 






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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:


 


Wells
Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On
the Closing Date, the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and
the 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.


 






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(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 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


 






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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 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


 






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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 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


 






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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 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)


 






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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 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


 






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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 employee benefit plan subject to the fiduciary responsibility provisions of
ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) or other plan
subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar to the foregoing
provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of
any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan
and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an
insurance company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates
by such insurance company 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,


 






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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 Plan 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, stating that the prospective Transferee
is not a Plan or a person acting on behalf of or using the assets of a Plan. Each Holder of a Class R or Class S Certificate 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


 






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historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed Transferee understands that, as
the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest,
(3) the proposed Transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed Transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed Transferee or any
other U.S. Tax Person, (5) the proposed Transferee will not Transfer the Residual Ownership Interest to any Person that does not
provide a Transferee Affidavit or as to which the proposed Transferee has actual knowledge that 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


 






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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.


 


(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, (ii) GSMC or one of its Majority-Owned Affiliates that is not a Non-Exempt Person
or (iii) a Person that provides financing permitted under the Risk Retention Rule (a “Permitted Lender”) to
GSMC or such Majority-Owned Affiliate; provided, further, that if such financing is provided by the Permitted Lender
in a repurchase transaction, GSMC or such Majority-Owned Affiliate of GSMC may transfer its interest in the RR Interest to the
Permitted Lender so long as GSMC or such Majority-Owned Affiliate is obligated to repurchase such interest in the RR Interest
pursuant to the terms of the related financing documents. If a RR Interest Owners 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 GSMC 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 owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or
interest in the RR 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.


 









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(s)       Each
of JPMCB and GSMC 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 a 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 a 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 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, any of the Underwriters, the Initial Purchasers, the Trustee, the Certificate Administrator, the Trust Fund,
the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Operating
Advisor, the Asset Representations Reviewer, or any of their respective affiliated entities, has provided any investment recommendation
or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan has relied in
connection with the decision to acquire any Certificates, and they are not acting as a fiduciary (within the meaning of Section
3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the acquisition of any Certificates (unless
an applicable prohibited transaction exemption is available (all of the conditions of which are satisfied) to cover the purchase
or holding of the Certificates or the transaction is not otherwise prohibited) and (ii) the ERISA Plan fiduciary making the decision
to acquire the Certificates is exercising its own independent judgment in evaluating the investment in such Certificates.


 


Section
5.04 Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to
the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be
required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Certificate Registrar shall execute,


 






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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 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


 






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and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request
was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may
use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)       In
verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if the
Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record with
respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from such Certificateholder
or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate
(e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate Administrator shall not
have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate
and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator incurs in connection with
any request to communicate shall be paid by the Trust.


 


Section
5.07    Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an
office or offices or agency or agencies where Certificates may be surrendered for registration of Transfer or exchange and
where notices and demands to or 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 55479-0113 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) Wells Fargo Bank, National Association is hereby
initially appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate
Administrator resigns or is terminated, the Trustee shall appoint a successor certificate administrator which may be the
Trustee or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the
eligibility requirements set forth in Section 8.06.


 


(b)       The
Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s
Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 


(c)       The
Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses incurred
by the REMIC” within the meaning of


 






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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. Wells Fargo Bank, National
Association shall perform its duties as Custodian hereunder through its Document Custody division (including, as applicable, any
agents or affiliates utilized thereby). Wells Fargo Bank, National Association and shall perform its duties as the Certificate
Administrator role through its Corporate Trust Services division (including, as applicable, any agents or affiliates utilized
thereby)


 


(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


  



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greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking
into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and
shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)       The
Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate Administrator
shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the
date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest
error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)       Any
and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.


 


(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.


 






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[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 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;


 






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(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.


 


(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 Delaware limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(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


 






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material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate
any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case
of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations
under this Agreement or its financial condition;


 


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


 


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


 


(v)       The
Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special Servicer to
perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


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


 


(vii)       The
Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated 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.


 






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(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 New York, and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C)
violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which,
in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


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


 


(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
equity or at law;


 


(v)       The
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the 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;


 






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(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 New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)       The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;


 


(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;


 






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(iv)       This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the
terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;


 


(v)       The
Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


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


 


(vii)       The
Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07(g) hereof; and


 


(viii)       No
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer
with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement,
except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance
by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially
adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)       The
Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(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


 






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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 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


 






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from each applicable rating agency that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates as described in Section 3.25); provided, further, that if the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor enters into a merger and the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, is the surviving entity under
applicable law, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable,
shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes
of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that
such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further,
that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization,
is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger,
consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case
may be, notifies the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable,
in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that such successor
entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and
specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that the
Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be
unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer,
Asset Representations Reviewer or Operating Advisor may remain the Master Servicer, Special Servicer, the Asset Representations
Reviewer or the Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any
Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is
a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer, the Asset Representations Reviewer or
Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer and has been and continues
to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the
Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in
such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable,
in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization,
to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the
provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third
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.


 






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(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 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


 






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of its obligations or duties
hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of
its partners, directors, officers, shareholders, members, managers, employees and agents, incurred in connection with any
violation by any of them of any state or federal securities law. In addition, absent actual fraud (as determined by a final
non-appealable court order), neither the Trustee nor the Certificate Administrator shall be liable for special, punitive,
indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the
Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage and regardless of the form
of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the
Operating Advisor and the Asset Representations Reviewer conclusively may rely on, and shall be protected in acting or
refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or
other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably
believed or in good faith believed by the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer to be genuine and to have been signed or presented by
the proper party or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion
of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by
it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)       None
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating
Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable
in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders and 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


 






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to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including,
without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)       Each
of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced
Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
(including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case
of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and
related costs, judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses that any of
them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the
Special Servicer, as the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Master Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer, as the case
may be, shall immediately notify the Master Servicer or the Special Servicer, as applicable, if a claim is made by a third party
with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer
or the Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the
Trustee, the Certificate Administrator, Operating Advisor, Asset Representations Reviewer or the Depositor, as applicable) and
pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to so notify the Master Servicer or the Special
Servicer, as the case may be, shall not affect any rights any of the foregoing Persons may have to indemnification under this
Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such
claim is materially prejudiced thereby.


 


(d)       Each
of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator
(in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations
Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator,
respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any
representations or warranties made herein; 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


 






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Advisor, as the
case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third
party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee
or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor,
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is
materially prejudiced thereby.


 


(e)       The
Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees, including any costs of enforcement, and expenses that any of them may sustain arising from or as a result of any willful
misconduct, bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or
by reason of negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor,
as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement,
whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including
in its capacity as Companion Paying Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Depositor shall not affect any rights any of the foregoing Persons may have to indemnification
under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)       The
Operating Advisor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees,
including any costs of enforcement, and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations
or 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,


 






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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 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.


 






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(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.


 


Section
6.05    Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section
6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties
hereby imposed on each of them except (a) upon determination that such party’s duties hereunder are no longer
permissible under applicable law, or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of,
and the acceptance of such appointment by, a successor master servicer or special servicer, as applicable, and receipt by the
Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any
applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25). Any such determination permitting the resignation of the Master Servicer or
the Special Servicer pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the
resigning party) to such effect delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event)
the Directing Certificateholder. No such resignation by the Master Servicer or the Special Servicer shall become effective
until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have


 






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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 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


 






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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 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;


 






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(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 material 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)(x) with a principal balance
greater than $25,000,000 or (y) for which the debt service coverage ratio and debt yield (in each case calculated based on the
trailing 12 month financial statements for the related quarterly reporting period) for such Mortgage Loan (or Whole Loan, if applicable)
is less than the greater of (X) the debt service coverage ratio and debt yield for such Mortgage Loan as of the origination date
of such Mortgage Loan and (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio and debt yield for such Mortgage
Loan as of the most recent quarterly reporting period calculated based on the trailing 12 month financial statements for such
quarterly reporting period; provided that if the related borrower is delinquent in providing any financial statements, then the
test provided for in this clause (y) shall be deemed to have failed and related property management company changes shall be deemed
to be a “Major Decision” until such financial statements are provided; or (B) where the property management company
will be an affiliate of the related borrower following such change or (2) franchise changes (with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is required to consent or approve
under the Mortgage Loan documents);


 


(x)       any
requests for the funding or disbursement of 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, but excluding, as to any Mortgage Loan that is not a Specially Serviced Loan, any Routine
Disbursements); provided, however, that in the case of any Mortgage Loan whose escrows, reserves, holdbacks and
related letters of credit exceed, in the aggregate, at the related origination date, 10% of the initial principal


 






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balance of such
Mortgage Loan (which Mortgage Loans will be identified on Schedule 3 hereto), no such funding or disbursement of such escrows,
reserves, holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement, and shall instead constitute Major
Decisions, except for the routine funding of tax payments and insurance premiums when due and payable (provided that the Mortgage
Loan is not a Specially Serviced Loan);


 


(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 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


 






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leasing
activities that affect an area greater than the lesser of (a) 30% of the net rentable area of the improvements at the Mortgaged
Property and (b) 30,000 square feet of the improvements at the Mortgaged Property);


 


(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,


 






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provides the Directing Certificateholder (or the Operating
Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis
therefor. Neither the Master Servicer nor the Special Servicer is required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder after the occurrence
and during the continuance of a Control Termination Event; provided, however, that, after the occurrence and during
the continuance of a Control Termination Event but, with respect to the Directing Certificateholder only, prior to the occurrence
of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder in connection with
any Major Decision not relating to any Excluded Loan (and any other actions which otherwise require consultation with the Directing
Certificateholder prior to the occurrence and continuance of a Consultation Termination Event hereunder) and consider alternative
actions recommended by the Directing Certificateholder, in respect thereof. In the event the Special Servicer receives no response
from the Directing Certificateholder within ten (10) Business Days (or if the Directing Certificateholder and the Special Servicer
are affiliates, five (5) Business Days) following its written request for input on any required consultation, the Special Servicer
shall not be obligated to consult with the Directing Certificateholder on the specific matter; provided, however,
that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer from consulting with
the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan (other than a Non-Serviced
Mortgage Loan or an Excluded Loan) or Serviced Whole Loan. 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.


 


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


 






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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” 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


 






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(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 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.


 






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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 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


 






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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.


 


(c)       JPMCB
shall be the initial VRR-A Risk Retention Consultation Party, CREFI shall be the initial VRR-B Risk Retention Consultation Party
and GSMC shall be the initial VRR-C 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-


 


 



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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), CREFI (in the
case of the VRR-B Risk Retention Consultation Party) or Goldman Sachs Bank USA (in the case of the VRR-C 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.  “Servicer
Termination Event,” wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as
the case may be, any one of the following events:


 


(i)       (A)
any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account, or
remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such
deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within one
(1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit
into, any Distribution Account any amount required to be so deposited or


 






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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


 


(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


 






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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)       the
Master Servicer or the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master
Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is not restored to such status on such list within
sixty (60) days; or


 


(ix)       KBRA
(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 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


 


(x)       the
Master Servicer or Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively, by Fitch
and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the delisting.


 


(b)       If
any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such
case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written
direction of ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any
Excluded Loan) the Directing Certificateholder (solely with respect to the Special Servicer) or the Holders of Certificates entitled
to 25% of the Voting


 






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Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination
Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the Depositor
and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected
Party under this Agreement and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion
Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and
unpaid compensation and reimbursement 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), Section 7.01(a)(ix) or (x), the Master Servicer shall have a forty-five (45) day period
after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance with
Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans
under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder.
In the event that the Master


 






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Servicer is unable, within such forty-five (45) day period, to cause a qualified successor master
servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations
of the Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that
affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated,
the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and Servicing
Agreement, as applicable, shall be entitled to direct the 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


 






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such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (iii) no replacement of the
Special Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8-K pursuant to Section
11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. For the sake of
clarity, the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval of the Certificateholders
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 and 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 50% of a Certificateholder
Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement
and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.
The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder or 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


 






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and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole Loan pursuant to
an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate Administrator shall
have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation
of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the
terms of this Agreement with respect to any Serviced AB Whole Loan, and (z) subject to customary qualifications and exceptions,
this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer 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


 






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quorum of Certificateholders
(which, for this purpose, is the Holders of Certificates that 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 (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.


 






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In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Sections 7.01(a)(viii), 7.01(a)(ix)
and (x), and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e)
shall not be construed to limit the effect of Section 7.01(a)(viii), Section 7.01(a)(ix) or (x).


 


(f)       Notwithstanding
the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the
related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the
part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating
on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer
may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of any certificates
backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such 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


 






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entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned
during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan; provided,
however, that the related Excluded Special Servicer will not be required to resign if the Directing Certificateholder determines
that such Excluded Special Servicer may continue to serve as Special Servicer for the applicable Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided
that the Special Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans
and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


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


 






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successor master servicer or special servicer, as the case may be. Subject to Section 3.11, as
compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating
to the Mortgage Loans or the Companion Loans which the Master Servicer would have been entitled to if the Master Servicer had
continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment
pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer
shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special
Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special
Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or
the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with
respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be,
and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling
to act as successor to the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if
the Trustee is not approved 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


 






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this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses
associated with the transfer of the servicing function (other than with respect to a termination without cause) under this
Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master
Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor
master servicer or special servicer for such expenses within ninety (90) days after the presentation of reasonable
documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special
Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master
Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an
affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event of a
termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and
expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance
with 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 RR Interest Owner. (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 the RR Interest Owners, 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


 






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Certificateholders, the Trustee and the
Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement
action taken with respect to such Servicer Termination Event prior to such waiver from the Trust. No such waiver shall extend
to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly
so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving any Servicer Termination Event
pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor
shall be entitled to the same Voting Rights with respect to the matters described above as they would if any other Person
held such Certificates.


 


Section
7.05  Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations
hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five
(5) Business Days following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer
Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual
knowledge of such failure with respect to such Servicing Advances and (y) by noon, New York City time, on the related
Distribution Date with respect to P&I Advances 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, Wells Fargo Bank, National Association acting in any particular capacity hereunder
will not be deemed to be imputed with knowledge of (a) Wells Fargo Bank, National Association acting in a capacity that is unrelated
to the transactions contemplated by this Agreement, or (b) Wells Fargo Bank, National Association acting in any other capacity
hereunder, except, in the case of either clause (a) or clause (b), where some or all of the obligations performed
in such capacities are performed by one or more employees within the same group or division of Wells Fargo Bank, National Association
or where the groups or divisions responsible for performing the obligations in such capacities have one or more of the same Responsible
Officers provided, however, the knowledge of the employees performing special servicing functions shall not be imputed to employees
performing master servicing functions and the knowledge of employees performing master servicing functions shall not be imputed
to employees performing special servicing functions;


 


(xii)      Nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law; and


 


(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 Special Servicer and
accepted by the Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.


 



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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 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,


 



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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 and subject to supervision or examination by federal or state authority
and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the


 



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Federal Deposit
Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “BBB+” by
S&P and “A” by Fitch; provided that the Trustee will not become ineligible to serve based on a failure
to satisfy such rating requirements as long as (a) it maintains a long-term unsecured debt rating of no less than
“A-” by Fitch, (b) its short-term debt obligations have a short-term rating of not less than “F1” by
Fitch and “A-2” by S&P, and (c) the Master Servicer maintains a rating of at least “A” by Fitch
(or, in the case of clauses (a)-(c), such other rating with respect to which a Rating Agency Confirmation is obtained) and
(iv) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office
is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions) or a grantor trust, 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 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


 



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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 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.


 



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(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
2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, 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 2021-B24 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2021-B24, 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 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


 



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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 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


 



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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 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.


 



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(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;


 


(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;


 



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(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 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.


 



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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 this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or
any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Certificate
Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the
Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator;


 


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


 



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(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 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


 






    403


     


    

 


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-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-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 as


 



    404


     


    

 


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.


 


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


 



    405


     


    

 


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 such right is being exercised after
the Distribution Date in March 2031 and the 410 Tenth Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is
still an asset of the Trust, then any 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.


 


(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 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


 



    409


     


    

 


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 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


 



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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 March 2054.


 


(l)        None
of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or foreclosure of
a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed
in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX of
this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III of this Agreement) or
acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO
Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such tax, cause the
Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(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


 



    411


     


    

 


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.


 


(n)       The
Certificate Administrator shall not be responsible for any tax administration relating to either MGM Grand & Mandalay Bay
REMIC.


 


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 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


 



    412


     


    

 


hereof. If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as REMIC Administrator.


 


(b)       Any
Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)       Any
REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation to
the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders 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. 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


 



    413


     


    

 


Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”). In connection
with the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, and any Other
Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully
with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other Certificate
Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make
available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other Certificate
Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications,
records and any other information (in its possession or reasonably attainable) necessary in the reasonable good faith
determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as
applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer,
the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the
Certificate Administrator, as applicable, and any Servicing Function Participant, or the servicing of the Mortgage Loans (and
the related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to
be necessary in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to
comply with any written request made under this Section 11.01, but in any event, shall, upon reasonable advance
written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any
related filing requirements. For purposes of this Article XI, to the extent any party has an obligation to exercise
commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any
legal action against such third party in connection with such obligation.


 


Section
11.02   Succession; Subcontractors.  (a) As a condition to the succession to the Master Servicer and Special Servicer or
to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item
1108(a)(2)) as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer and Special Servicer
or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and Special
Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer and Special Servicer shall provide
to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, at least fifteen (15) calendar
days prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor),
(x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably
satisfactory to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply
with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided, however that if disclosing such information prior to
such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer or
any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day
after the effective date of such succession or appointment.


 



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(b)       Each
of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Asset Representations Reviewer and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 11.02,
a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.
If such Subcontractor will be a Servicing Function Participant, such Servicer shall promptly upon written request provide to the
Depositor or any Mortgage Loan Seller (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any
Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and
(ii) the elements of the Servicing Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.
As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such
Servicer shall (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially
reasonable efforts to cause, and (ii) with respect to any other Subcontractor with which it has entered into a servicing relationship,
cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other
Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan)
to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such
Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial
Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each
other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant
and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required
to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required
to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any
of its obligations hereunder.


 


(c)       Notwithstanding
the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the performance of
any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer
and Sub-Servicing Agreement. Other than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective
until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter
period as is agreed to by the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate
Administrator to accurately and timely report the event under Item 6.02 of Form 8-K


 



    415


     


    

 


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 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


 



    416


     


    

 


or delivered
to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify the
Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate Administrator, the
Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate
Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the
Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that
any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator will
notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any
amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to
this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section
11.03 related to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K is contingent upon the parties observing all applicable deadlines in the performance of their duties
under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11
and 11.16 of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such
Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the
Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments to Form 8-K, Form
10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section
11.04   Form 10-D and Form ABS-EE Filings.  (a) Within fifteen (15) days after each Distribution Date (subject
to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator shall
file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition to the
Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the
Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto,
within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit
BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any
Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or
Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as
otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of
any 



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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 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.



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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 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


 



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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 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


 



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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 2022, 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 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


 



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 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 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.


 



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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
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.


 



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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 2022, a certification substantially in the form attached hereto as Exhibits
Z-1, Z-2, Z-3, Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”),
as applicable, on which the Certifying Person, each entity for which such Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person,
“Certification Parties”) can reasonably rely; provided that, if a Servicing Function Participant (other than
an Initial Sub-Servicer) with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans fails to provide
a Performance Certification, the Performance Certification provided by the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant
shall not exclude information that would have been provided by such Servicing Function Participant. In addition, in the event
that any Serviced Companion Loan is deposited into a commercial mortgage securitization (including an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance Certification or a separate certification
in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable
Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity for which the
Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably
rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure
a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced
Trustee in form and substance similar to a Performance Certification. The senior officer in charge of securitization for the Depositor
shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting Servicer shall execute a reasonable reliance
certificate (which may be included as part of such other certifications being delivered by such Reporting Servicer)


 



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to enable
the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable,
(ii) annual report on assessment of compliance with Servicing Criteria provided pursuant to Section 11.10 and (iii) accountant’s
report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement
or report discloses any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to
enable such accountants to render the certificates provided for in Section 11.11. In the event any Reporting Servicer is
terminated or resigns pursuant to the terms of this Agreement, or any applicable sub-servicing agreement or primary servicing
agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this
Section 11.06 with respect to the period of time it was subject to this Agreement or the applicable sub-servicing or primary
servicing agreement, as the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or
in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Notwithstanding the
foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the accurateness
or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but
other than an Additional Servicer or a Sub-Servicer appointed pursuant to Section 3.20), (ii) to certify information other
than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder
or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information
called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their
face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject to
the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section
11.06 shall be obligated to do so.


 


Section
11.07   Form 8-K Filings.  Within
four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable
Event”), and if requested by the Depositor and to the extent it receives the Form 8-K Disclosure Information described
below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act,
provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure
or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit DD to
the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no
duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K, absent
such reporting, direction and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later
than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties
set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format


 



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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, arrange for execution or file such Form 8-K, not resulting from its own negligence,
bad faith or willful misconduct.


 



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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 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


 



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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 2022, 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 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


 



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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 2022, the Master Servicer, the Special Servicer (regardless of whether the Special
Servicer has commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer,
each at its own expense, shall furnish (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such
Master Servicer, Special Servicer, Trustee, Operating Advisor, Custodian or Certificate Administrator that is a Servicing Function
Participant, use commercially reasonable efforts to cause such Servicing Function Participant to furnish and (ii) with respect
to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which
copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect
to the Special Servicer, also to the Operating Advisor), and the 17g-5 Information Provider, a report substantially in the form
of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with the requirements
of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a
statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B)
a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing
Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the
period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including,
if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure
and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report
on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report
from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance
similar to the form attached hereto as Exhibit II. Such report shall be provided in


 



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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 assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 



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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,
Consultation Termination Event or Operating Advisor Consultation Event occurred during the previous calendar year, and upon such
request the Certificate Administrator shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such
request.


 


Section
11.11 Annual Independent Public Accountants’ Attestation Report. On
or before March 1st of each year commencing in March 2022, the Master Servicer, the Special Servicer, the Trustee,
the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall cause (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor
or Certificate Administrator that is a Servicing Function Participant use commercially reasonable efforts to cause such Servicing
Function Participant to cause and (ii) with respect to each other Servicing Function Participant with which it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to cause) a registered
public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and
that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate
Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b))
and the Depositor, the 17g-5 Information Provider and, prior to the occurrence of a Consultation Termination Event, the Directing
Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report to the 17g-5
Information Provider, to the Rating Agencies, to the effect that (i) it has obtained a representation regarding certain matters
from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the
Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm in accordance with
standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s
assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects. In
the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it
was unable to express such an opinion. Each such related accountant’s 


 



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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.


 


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 


 



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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 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


 






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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 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.


 



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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), (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


 






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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 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 


 



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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 2022 during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such 


 



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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 2022 during which a Regulation AB Companion Loan Securitization is required
to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is
not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing,
reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion
Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)       Each
of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to


 






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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 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 


 



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(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.


 


[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,


 



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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 each 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 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 


 



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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;


 


(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


 






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(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 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 hereto (such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify 


 



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any Test and/or associated
Review Materials described in Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant
to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate
its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further
Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may
continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new
Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)       The
Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or (y) if applicable,
Unsolicited Information.


 


(vi)       The
Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (x) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (y) conclusively
rely on such Review Materials.


 


(vii)       The
Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty (40) Business
Days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate
Administrator; provided that the Asset Representations Reviewer shall not be required to prepare a preliminary report in
the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent Loan.
In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test
and such missing documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to
Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in its possession
or by the related Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations Reviewer
as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents in such preliminary
report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary
to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed
to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable,
and the related Mortgage Loan Seller. The Special Servicer, if applicable, may review such preliminary report and determine whether
any information contained in such preliminary report shall be labeled as “Privileged Information” and thus be excluded
from the Asset Review Report and Asset Review Report Summary, 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 


 



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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.


 


(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).


 



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(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 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


 






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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 0.00022% 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) $17,750 multiplied by the number of the Mortgage Loans that are Delinquent Loans and subject to an
Asset Review (the “Subject Loans”), plus (ii) $1,775 per Mortgaged Property relating to the Subject Loans in
excess of one Mortgaged Property per Subject Loan, plus (iii) $2,300 per Mortgaged Property relating to a Subject Loan subject
to a ground lease, plus (iv) $1,275 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel
management agreement or hotel license agreement, subject, in the 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 


 



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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 Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated
shall not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable
costs and expenses of each other party to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance
of such assignment and delegation, the purchaser or transferee shall provide notice to each party to this Agreement and then will
be the successor asset representations reviewer hereunder.


 


Section
12.03 Resignation of the Asset Representations Reviewer.     The
Asset Representations Reviewer may at any time resign and be discharged from its obligations


 






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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 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;


 



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(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 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.


 



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(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.


 


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 


 



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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;


 


(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 


 



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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, any RR Interest Owner or Companion Holder;


 


(v)       to
modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the Class
R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel,
cause the Trust, any Trust REMIC or any of the Certificateholders 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 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,



 



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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
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 the RR Interest Owners without each 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 


 



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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 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 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 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 


 



    455


     


    

 


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 the RR Interest Owners without
each 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 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.


 



    456


     


    

 





(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.


 


(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).


 






    457


     


    

 


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 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 RR Interest Owner previously shall have given to the
Trustee and the Certificate Administrator a written notice of default, and of the continuance thereof, as herein before provided,
or of the need to institute such suit, action or proceeding on behalf of the Trust and unless also (except in the case of a default
by the Trustee) the 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 


 



    458


     


    

 


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 (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 


 



    459


     


    

 


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, Suite 700

Building 82, Suite 300


 


Overland
Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 


Email:
NoticeAdmin@midlandls.com


 


with
a copy to:



Eversheds Sutherland LLP

700 Sixth Street, N.W.

Suite 700

Washington, DC 20001

Facsimile: (202) 637-3593

Attention: Lisa A. Rosen

Email: lisarosen@eversheds-sutherland.com


 


In
the case of the Special Servicer:


 


Greystone
Servicing Company LLC,

5221 N. O’Connor Blvd., Suite 800





Irving,
TX 75039


 



    460


     


    

 





Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com


 


with
a copy to:



Kilpatrick Townsend & Stockton LLP

1100 Peachtree Street NE


 


Suite
2800


 


Atlanta,
GA 30309

Fax Number: (404) 541-3430

Attention: Rex R. Veal

Email: rveal@kilpatricktownsend.com


 


In
the case of the Directing Certificateholder:



Eightfold Real Estate Capital, L.P.

1111 Lincoln Road, Suite 802





Miami
Beach, FL 33139

Attention: Brian Tageson

Email: btageson@eightfoldcapital.com


 


with
a copy to:



Eightfold Real Estate Capital L.P.





1111
Lincoln Road, Suite 802





Miami
Beach, Florida 33139





Attention:
Adnan Charania





Email:
acharania@eightfoldcapital.com


 


In
the case of the Certificate Administrator and Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 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


 



    461


     


    

 





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:



Wells Fargo Center

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services (CMBS): Benchmark 2021-B24


 


In
the case of a release, transfer or surrender of the Retained Certificates to the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2021-B24


 


with
a copy to:



riskretentioncustody@wellsfargo.com


 


In
the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attn: Document Custody Group: Benchmark 2021-B24



with a copy to:



Email: cmbscustody@wellsfargo.com


 


In
the case of the Operating Advisor and the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Benchmark 2021-B24—Surveillance Manager

With a copy sent via email to: cmbs.notices@parkbridgefinancial.com


 


with
a copy to:



Polsinelli PC

900 W. 48th Place, Suite 900

Kansas City, Missouri 64112


 



    462


     


    

 





Attention:
Kraig M. Kohring

Email: kkohring@polsinelli.com


 


In
the case of the Mortgage Loan Sellers or an initial Risk Retention Consultation Party (in the case of JPMCB, CREFI and GSMC):


 


		(i)	JPMorgan
                                         Chase Bank, National Association

                                         383 Madison Avenue, 8th Floor

                                         New York, New York 10179

                                         Attention: Kunal K. Singh

                                         E-mail: US_CMBS_Notice@jpmorgan.com



 


with
a copy to:



JPMorgan Chase Bank, National Association

4 New York Plaza, Floor 21

New York, New York 10004-2413

Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com


 


		(ii)	German
                                         American Capital Corporation

                                         60 Wall Street

                                         New York, New York 10005

                                         Attention: Helaine Kaplan

                                         

                                         with a copy via email to:

                                         

                                         cmbs.requests@db.com



 


with
a copy to:



German American Capital Corporation

60 Wall Street

New York, New York 10005

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

                                         Fax Number: (646) 328-2943



 



    463


     


    

 





with
a copy to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax Number: (347) 394-0898


 


with
a copy to:



Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax Number: (646) 862-8988


 


with
copies by electronic mail to:



Richard Simpson at Richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and,
in the case of each 15Ga-1 Notice, cmbs.notice@citi.com


 


		(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-refgsecuritization@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,


 






    464


     


    

 


promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate Administrator,
and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies
to the extent such party has or can obtain such information without unreasonable effort or expense; provided, however,
that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in
Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose which Rating Agency
has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies shall not constitute
a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agencies
required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:



Kroll Bond Rating Agency, 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


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Section
13.06 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be
deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders
thereof 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


 






    465


     


    

 


Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause
to be filed, as a precautionary filing, a UCC Financing Statements in all appropriate locations promptly following the
initial issuance of the Certificates to reflect the assignments made by the Mortgage Loan Sellers to the Depositor (and the
Trustee) and by the Depositor to the Trustee (copies of which shall be delivered no later than ten (10) days following the
Closing Date), and the Certificate Administrator shall, at the expense of the Depositor (to the extent reasonable) but in no
event at the expense of the Trust, prepare and file continuation statements with respect thereto, in each case in the
six-month period prior to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall
cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing of such continuation
statements. This Section 13.07 shall constitute notice to the Trustee pursuant to any of the requirements of the
applicable UCC.


 


Section
13.08 Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be
binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions
shall inure to the benefit of the Certificateholders 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.


 



    466


     


    

 





Section
13.10 Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts
promptly to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan
Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual
knowledge:


 


(i)       any
material change or amendment to this Agreement;


 


(ii)       the
occurrence of a Servicer Termination Event that has not been cured;


 


(iii)       the
resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the Special
Servicer; and


 


(iv)       the
repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related Mortgage
Loan Purchase Agreement.


 


(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.


 



    467


     


    

 





(d)       The
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter
to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information as any Rating
Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer,
can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information
or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, the Master
Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such
information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with the delivery
by the Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice or document for
posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or
Special Servicer when such information, report, notice or document has been posted. The Master Servicer or Special Servicer, as
applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency
so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider or (ii)
is simultaneously provided to the 17g-5 Information Provider.


 


Section
13.11 PNC Bank, National Association.       PNC    Bank, National Association, by
execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees
that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations
set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 




    468


     


    



 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
in each case as of the day and year first above written.


 







	 	J.P.
    MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor
	 	 	 
	 	By:	/s/
    Harris Rendelstein
	 	 	Name:  Harris
    Rendelstein
	 	 	Title:    Vice
    President
	 	 	 
	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer
	 	 	 
	 	By:	/s/
    Davis A. Eckels
	 	 	Name:
      Davis A. Eckels
	 	 	Title:     Senior
    Vice President
	 	 	 
	 	GREYSTONE
    SERVICING COMPANY LLC, Special Servicer
	 	 	 
	 	By:	/s/
    Robert Russell 
	 	 	Name:  Robert Russell
	 	 	Title:
    Vice President
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/
    Amy Mofsenson
	 	 	Name:  Amy
    Mofsenson
	 	 	Title:    Vice
    President




     


     


    

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Amy
    Mofsenson
	 	 	Name:  Amy Mofsenson
	 	 	Title:    Vice President
	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC, Operating Advisor
	 	 	 
	 	 	By: Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	By: Park Bridge Financial LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert
    J. Spinna, Jr.
	 	 	Name:  Robert J. Spinna, Jr.
	 	 	Title:    Managing Member
	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
    Asset Representations Reviewer
	 	 	 
	 	 	By: Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 
	 	 	By: Park Bridge Financial LLC
	 	 	Its Sole Member
	 	 	 
	 	By:	/s/ Robert
    J. Spinna, Jr.
	 	 	Name:  Robert J. Spinna, Jr.
	 	 	Title:    Managing Member




 






     


     


    


 


EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


CLASS
A-1


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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: 0.6476%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-1 CERTIFICATES

        AS OF THE CLOSING DATE: $11,152,000

         
	 	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      Greystone Servicing Company LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: Park Bridge Lender Services LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: Park Bridge Lender Services LLC

         

        CUSIP
        NO.: 08163CAY5

         

        ISIN
        NO.: US08163CAY57

         

        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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)      to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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.


 




	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021 



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-1-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-1-12 


     


    

EXHIBIT
A-2


 


FORM
OF CLASS A-2 CERTIFICATE


 


CLASS
A-2


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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: 1.9533%

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-2 CERTIFICATES

        AS OF THE CLOSING DATE: $73,848,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      Greystone Servicing Company LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: Park Bridge Lender Services LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: Park Bridge Lender Services LLC

         

        CUSIP
        NO.: 08163CAZ2

         

        ISIN
        NO.: US08163CAZ23

         

        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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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 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, 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 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 status of the Grantor Trust as a grantor trust under the
relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating
Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have
delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and
Servicing Agreement);


 


(ix)    
 to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders and the RR Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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. 

	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-2-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-2-12 


     


    

 


EXHIBIT
A-3


 


FORM
OF CLASS A-3 CERTIFICATE


 


CLASS
A-3


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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”).


 

 





 


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing
Agreement.


 


2
       Book-Entry Certificate legend.

 






    A-3-1 


     


    

 


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: 2.0103%

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-3 CERTIFICATES

        AS OF THE CLOSING DATE: $81,111,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE
        LENDER SERVICES LLC

         

        CUSIP
        NO.: 08163CBA6

         

        ISIN
        NO.: US08163CBA62

         

        COMMON
        CODE NO.: [_____]

         

        CERTIFICATE
NO.: A-3-[1]




 



    A-3-3 


     


    

CLASS
A-3 CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the 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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-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-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-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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-3-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-3-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-3-12 


     


    

EXHIBIT
A-4


 


FORM
OF CLASS A-4 CERTIFICATE


 


CLASS
A-4


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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: 2.2638%

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-4 CERTIFICATES

        AS OF THE CLOSING DATE: $213,500,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08163CBB4

         

        ISIN
        NO.: US08163CBB46

         

        COMMON
        CODE NO.: [_____]

         

        CERTIFICATE
NO.: A-4-[1] 




 



    A-4-3 


     


    

CLASS
A-4 CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the 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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-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-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-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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-4 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-4-10 


     


    







  


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-5 CERTIFICATE


 


CLASS
A-5


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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: 2.5843%

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-5 CERTIFICATES

        AS OF THE CLOSING DATE: $365,781,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08163CBC2

         

        ISIN
        NO.: US08163CBC29

         

        COMMON
        CODE NO.: [_____]

         

        CERTIFICATE
NO.: A-5-[1] 




 



    A-5-3 


     


    

CLASS
A-5 CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the 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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-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-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-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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-5 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-5-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-5-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-5-12 


     


    

EXHIBIT
A-6


 


FORM
OF CLASS A-SB CERTIFICATE


 


CLASS
A-SB


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-6-1 


     


    

 


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-6-2 


     


    

	PASS-THROUGH
                                         RATE: 2.2559%

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-SB CERTIFICATES

        AS OF THE CLOSING DATE: $25,562,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08163CBD0

         

        ISIN
        NO.: US08163CBD02

         

        COMMON
        CODE NO.: [_____]

         

        CERTIFICATE
NO.: A-SB-[1]




 



    A-6-3 


     


    

CLASS
A-SB CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the 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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-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-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-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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-SB CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-6-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-6-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-6-12 


     


    

EXHIBIT
A-7


 


FORM
OF CLASS X-A CERTIFICATE


 


CLASS
X-A


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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-7-1 


     


    

 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 




    A-7-2 


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES AS OF THE CLOSING DATE: $857,686,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08163CBE8

         

        ISIN
        NO.: US08163CBE84

         

        COMMON
        CODE NO.: [_____]

         

        CERTIFICATE
NO.: X-A-[1][2] 






 






    A-7-3 


     


    

 


CLASS
X-A CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the 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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-7-4 


     


    

 





Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the 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 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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March 24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-7-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-7-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-7-12 


     


    

EXHIBIT
A-8


 


FORM
OF CLASS X-B CERTIFICATE


 


CLASS
X-B


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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 MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $99,123,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08163CBF5

         

        ISIN
        NO.: US08163CBF59

         

        COMMON
        CODE NO.: [_____]

         

        CERTIFICATE
NO.: X-B-[1]






 






    A-8-3 


     


    

 


CLASS
X-B CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the 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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-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-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-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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-8-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-8-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-8-12 


     


    

EXHIBIT
A-9


 


FORM
OF CLASS X-D CERTIFICATE


 


CLASS
X-D


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-9-1 


     


    

 





THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-”U.S.
PERSON” IN AN “OFFSHORE TRANSACTION”, AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”)
OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CLASS X-D CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE 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-9-2 


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AS OF THE CLOSING DATE: $57,822,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:     GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAA7

        ISIN NO.: US08163CAA71

        COMMON CODE NO.: [_____]]4

        

        [CUSIP NO.: U0811TAA0

        ISIN NO.: USU0811TAA08

        COMMON CODE NO.: [_____]]5

         

        [CUSIP
        NO.: 08163CAB5

        ISIN NO.: US08163CAB54]6

        


         

        CERTIFICATE
NO.: X-D-[1]






 





 



 

4
For Certificate sold in reliance on Rule 144A only.


 


5
For Regulation S Global Certificate only.


 


6
For IAI Definitive Certificate only.

 






    A-9-3 


     


    

 


CLASS
X-D CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the 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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-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-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-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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-9-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-9-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-9-12 


     


    




EXHIBIT
A-10


 


FORM
OF CLASS X-F CERTIFICATE


 


CLASS
X-F


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, CLASS X-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


 

 

















 


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 


     


    

 


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-F 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 F
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-F 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-10-2 


     


    

 


SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE “CODE”).


 




    A-10-3 


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[        ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-F CERTIFICATES AS OF THE CLOSING DATE: $28,910,000

         
	MASTER
                                         SERVICER:      MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAC3

        ISIN NO.: US08163CAC38

        COMMON CODE NO.: [_____]]4

        

        [CUSIP NO.: U0811TAB8

        ISIN NO.: USU0811TAB80

        COMMON CODE NO.: [_____]]5

         

        [CUSIP
        NO.: 08163CAD1

        ISIN NO.: US08163CAD11]6

        


         

        CERTIFICATE
NO.: X-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-10-4 


     


    

 


CLASS
X-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 X-F Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2021 (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-F Certificates. The Certificates are designated
as the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-10-5 


     


    

 





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-F 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-10-6 


     


    

 


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-F 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 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-10-7 


     


    

 





(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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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-10-8 


     


    

 


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 an 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-10-9 


     


    

 


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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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-10-10 


     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-10-11 


     


    







  


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-10-12 


     


    







 


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-10-13 


     


    

EXHIBIT
A-11


 


FORM
OF CLASS X-G CERTIFICATE


 


CLASS
X-G


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, CLASS X-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-11-1 


     


    

 


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-G 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 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-G 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-11-2 


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-G CERTIFICATES AS OF THE CLOSING DATE: $12,391,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAE9

        ISIN NO.: US08163CAE93

        COMMON CODE NO.: [_____]]4

        

        [CUSIP NO.: U0811TAC6

        ISIN NO.: USU0811TAC63

        COMMON CODE NO.: [_____]]5

         

        [CUSIP
        NO.: 08163CAF6

        ISIN NO.: US08163CAF68]6

        

         

        CERTIFICATE
NO.: X-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-11-3 


     


    

CLASS
X-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 X-G Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2021 (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-G Certificates. The Certificates are designated
as the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-11-4 


     


    

 





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-G 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-11-5 


     


    

 


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-G 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 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-11-6 


     


    

 





(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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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-11-7 


     


    

 


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 an 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-11-8 


     


    

 


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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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-11-9 


     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-11-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-11-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-11-12 


     


    

EXHIBIT
A-12


 


FORM
OF CLASS X-NR CERTIFICATE


 


CLASS
X-NR


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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-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 BALANCE OF THE CLASS NR
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-12-2 


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[          ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-NR CERTIFICATES AS OF THE CLOSING DATE: $45,431,418

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAG4

        ISIN NO.: US08163CAG42

        COMMON CODE NO.: [_____]]4

        

        [CUSIP NO.: U0811TAD4

        ISIN NO.: USU0811TAD47

        COMMON CODE NO.: [_____]]5

         

        [CUSIP
        NO.: 08163CAH2

        ISIN NO.: US08163CAH25]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-12-3 


     


    

 


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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-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-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-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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-NR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-12-10 


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-12-11 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 






    A-12-12 


     


    

EXHIBIT
A-13


 


FORM
OF CLASS A-S CERTIFICATE


 


CLASS
A-S


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-13-1 


     


    

 


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-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B AND
CLASS X-D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-13-2 


     


    

	PASS-THROUGH
                                         RATE: 2.7796%

         

        DENOMINATION:
        $[       ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-S CERTIFICATES

        AS OF THE CLOSING DATE: $86,732,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08163CBG3

         

        ISIN
        NO.: US08163CBG33

         

        COMMON
        CODE NO.: [_____]

         

        CERTIFICATE
        NO.: A-S-[1]

         




 



    A-13-3 


     


    

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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-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 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-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 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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND
SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-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 B CERTIFICATE


 


CLASS
B


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-D, AND CLASS A-S CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-14-2 


     


    

	PASS-THROUGH
                                         RATE: 2.5983%

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE: APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS B CERTIFICATES

        AS OF THE CLOSING DATE: $49,562,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08163CBH1

         

        ISIN
        NO.: US08163CBH16

         

        COMMON
        CODE NO.: [_____]

         

        CERTIFICATE
NO.: B-[1]






 






    A-14-3 


     


    

 


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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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 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-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 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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-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 C CERTIFICATE


 


CLASS
C


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-15-2 


     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS C CERTIFICATES

        AS OF THE CLOSING DATE: $49,561,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:     GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08163CBJ7

         

        ISIN
        NO.: US08163CBJ71

         

        COMMON
        CODE NO.: [_____]

         

        CERTIFICATE
NO.: C-[1]




 



    A-15-3 


     


    

 


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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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 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-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 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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-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 D CERTIFICATE


 


CLASS
D


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-16-1 


     


    

 


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-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 




    A-16-2 


     


    

	PASS-THROUGH
                                         RATE: 2.0000%

         

        DENOMINATION:
        $[        ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS D CERTIFICATES

        AS OF THE CLOSING DATE: $31,664,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:     GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE
        LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAJ8

        ISIN NO.: US08163CAJ80

        COMMON CODE NO.: [_____]]4

        

        [CUSIP NO.: U0811TAE2

        ISIN NO.: USU0811TAE20

        COMMON CODE NO.: [_____]]5

         

        [CUSIP
        NO.: 08163CAK5

        ISIN NO.: US08163CAK53]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-16-3 


     


    

 


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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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 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-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 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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-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 E CERTIFICATE


 


CLASS
E


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S, CLASS B, CLASS C AND CLASS D 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 MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS E CERTIFICATES

        AS OF THE CLOSING DATE: $26,158,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE
        LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAL3

        ISIN NO.: US08163CAL37

         

        COMMON
        CODE NO.: [_____]]4

        

        [CUSIP NO.: U0811TAF9

        ISIN NO.: USU0811TAF94

         

        COMMON
        CODE NO.: [_____]]5

        

        [CUSIP NO.: 08163CAM1

        ISIN NO.: US08163CAM10]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-17-3 


     


    

 


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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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 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-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 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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 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 F CERTIFICATE


 


CLASS
F


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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 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-18-2 


     


    

 


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-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 




    A-18-3 


     


    

	PASS-THROUGH
                                         RATE: 2.5000%

         

        DENOMINATION:
        $[        ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS F CERTIFICATES

        AS OF THE CLOSING DATE: $28,910,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE
        LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAN9

        ISIN NO.: US08163CAN92

        COMMON CODE NO.: [_____]]4

        

        [CUSIP NO.: U0811TAG7

        ISIN NO.: USU0811TAG77

        COMMON CODE NO.: [_____]]5

         

        [CUSIP
        NO.: 08163CAP4

        ISIN NO.: US08163CAP41]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-18-4 


     


    

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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-18-5 


     


    

 





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-18-6 


     


    

 


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 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-18-7 


     


    

 





(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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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-18-8 


     


    

 


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 an 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-18-9 


     


    

 


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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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-18-10 


     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal. 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-18-11 


     


    







  


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-18-12 


     


    







 


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-18-13 


     


    

EXHIBIT
A-19


 


FORM
OF CLASS G CERTIFICATE


 


CLASS
G


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-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-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-19-3


     


    

	PASS-THROUGH
                                         RATE: 2.5000%

         

        DENOMINATION:
        $[        ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS G CERTIFICATES

        AS OF THE CLOSING DATE: $12,391,000

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE
        LENDER SERVICES LLC

         

        [CUSIP
NO.: 08163CAQ2

ISIN NO.: US08163CAQ24

COMMON CODE NO.: [_____]]4



[CUSIP NO.: U0811TAH5

ISIN NO.: USU0811TAH50

COMMON CODE NO.: [_____]]5

         

        [CUSIP
NO.: 08163CAR0

ISIN NO.: US08163CAR07]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-19-4


     


    

 


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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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 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-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 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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 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 NR CERTIFICATE


 


CLASS
NR


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, CLASS 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-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-3, CLASS A-4, CLASS A-5, CLASS A-SB, CLASS X-A, CLASS X-B, CLASS
X-D, CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, 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: 2.5000%

         

        DENOMINATION:
        $[         ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS NR CERTIFICATES

        AS OF THE CLOSING DATE: $45,431,418

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE
        LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAS8

        ISIN NO.: US08163CAS89

        COMMON CODE NO.: [_____]]4

        

        [CUSIP NO.: U0811TAJ1

        ISIN NO.: USU0811TAJ17

        COMMON CODE NO.: [_____]]5

         

        [CUSIP
        NO.: 08163CAT6

        ISIN NO.: US08163CAT62]6

         

        CERTIFICATE
NO.: 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-21-4 


     


    

 


CLASS
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 NR Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of March 1, 2021 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of
the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class NR Certificates. The Certificates are designated
as the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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 NR 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 NR 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 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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS NR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, 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-21


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-21-1 


     


    

 


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. 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-21-2 


     


    

	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        CLASS
        R PERCENTAGE INTEREST: 100%

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE
        LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAW9

        ISIN NO.: US08163CAW91]1

        

        [CUSIP NO.: U0811TAL6

        ISIN NO.: USU0811TAL62]2

        

        [CUSIP NO.: 08163CAX7

        ISIN NO.: US08163CAX74]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-21-3 


     


    

 


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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2021-B24 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-21-4 


     


    

 


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-21-5 


     


    

 


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 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-21-6 


     


    

 


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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each 



    A-21-7 


     


    

 


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 an 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-21-8 


     


    

 





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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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-21-9 


     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-21-10 


     


    







  


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-21-11 


     


    







 


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-21-12 


     


    

EXHIBIT
A-22


 


FORM
OF CLASS S CERTIFICATE


 


CLASS
S


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-22-1 


     


    

	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [100%]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        CLASS
        S PERCENTAGE INTEREST: 100%

         
	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CAU3

        ISIN NO.: US08163CAU36]1

        

        [CUSIP NO.: U0811TAK8

        ISIN NO.: USU0811TAK89]2

        

        [CUSIP NO.: 08163CAV1

        ISIN NO.: US08163CAV19]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-22-2 


     


    

 


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 Embassy & Co. 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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2021-B24 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-22-3 


     


    

 


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-22-4 


     


    

 


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 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, 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-22-5 


     


    

 





(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 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 status of the Grantor Trust as the grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of
Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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 an 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-22-6 


     


    

 


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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any such Mortgage
Loan shall be excluded from the then-aggregate Stated 



    A-22-7 


     


    

 


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-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-22-8 


     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-22-9 


     


    







  


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-22-10 


     


    







 


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-22-11 


     


    

EXHIBIT
A-23


 


FORM
OF CLASS RR CERTIFICATE


 


CLASS
RR


 


BENCHMARK
2021-B24 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2021-B24, 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-23-1 


     


    

 


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-23-2 


     


    

	PASS-THROUGH
                                         RATE: N/A

         

        DENOMINATION:
        $[        ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF MARCH 1, 2021

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: MARCH 24, 2021

         

        FIRST
        DISTRIBUTION DATE:

        APRIL 16, 2021

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS RR CERTIFICATES

        AS OF THE CLOSING DATE: $20,859,855

         
	MASTER
                                         SERVICER:     MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER:      GREYSTONE SERVICING COMPANY LLC

         

        TRUSTEE:
          WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: PARK BRIDGE LENDER SERVICES
        LLC

         

        aSSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE
        LENDER SERVICES LLC

         

        [CUSIP
        NO.: 08163CBK4

        ISIN NO.: US08163CBK45]1

        

        [CUSIP NO.: U0811TAM4

        ISIN NO.: USU0811TAM46]2

         

        [CUSIP
        NO.: 08163CBL2

        ISIN NO.: US08163CBL28]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-23-3 


     


    

 


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 March 1, 2021 (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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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-23-4 


     


    

 


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-23-5 


     


    

 





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 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-23-6 


     


    

 





(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, 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 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 status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel
and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan
Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25 of the Pooling and Servicing Agreement);


 


(ix)       to
modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders and the RR
Interest Owners, 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-23-7 


     


    

 


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 an 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-23-8 


     


    

 


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 an RR Interest Owner 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 such right is being exercised after the Distribution Date in March 2031 and the 410 Tenth
Avenue Mortgage Loan or the MGM Grand & Mandalay Bay Mortgage Loan is still an asset of the Trust, then any 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-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-23-9 


     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
 not in its individual capacity
    but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 





		Dated:	March
                                         24, 2021



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS RR CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING
AND SERVICING AGREEMENT.

	 	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  






    A-23-10 


     


    







  


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-23-11 


     


    







 


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-23-12 


     


    



 


EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 




    B-1 


     


    

Exhibit
B

Mortgage Loan Schedule


 


BMARK
2021-B24 - Mortgage Loan Schedule


 


	 	 	Mortgage
    Loan	 	 	 	 	 	Mortgage	Original
    Principal
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	Street
    Address	City	State	Zip
    Code	Rate
    (%)	Balance
    ($)
	JPMCB1	1	JPMCB	410
    Tenth Avenue	410
    Tenth Avenue	New
    York	NY	10001	2.59159	 80,000,000
    
	CREFI/GACC2	2	CREFI/GACC	MGM
    Grand & Mandalay Bay	Various	Las
    Vegas	NV	Various	3.55800	 79,985,667
    
	CREFI/GACC2.01	2.01	CREFI/GACC	MGM
    Grand	3799
    South Las Vegas Boulevard	Las
    Vegas	NV	89109	3.55800	 43,592,189
    
	CREFI/GACC2.02	2.02	CREFI/GACC	Mandalay
    Bay	3950
    South Las Vegas Boulevard	Las
    Vegas	NV	89119	3.55800	 36,393,478
    
	GSMC3	3	GSMC	Phillips
    Point	777
    South Flagler Drive	West
    Palm Beach	FL	33401	3.34003	 75,000,000
    
	CREFI4	4	CREFI	141
    Livingston	141
    Livingston Street	Brooklyn	NY	11201	3.21000	 75,000,000
    
	JPMCB5	5	JPMCB	Pittock
    Block	921
    Southwest Washington Street	Portland	OR	97205	3.29940	 66,000,000
    
	CREFI/JPMCB6	6	CREFI/JPMCB	The
    Galleria Office Towers	Various	Houston	TX	77056	4.46000	 65,000,000
    
	CREFI/JPMCB6.01	6.01	CREFI/JPMCB	Galleria
    Tower I	2700
    Post Oak Boulevard	Houston	TX	77056	4.46000	 30,056,211
    
	CREFI/JPMCB6.02	6.02	CREFI/JPMCB	Galleria
    Tower II	5051
    Westheimer Road	Houston	TX	77056	4.46000	 19,523,464
    
	CREFI/JPMCB6.03	6.03	CREFI/JPMCB	Galleria
    Financial Center	5065-5075
    Westheimer Road	Houston	TX	77056	4.46000	 15,420,326
    
	GSMC7	7	GSMC	U.S.
    Industrial Portfolio VI	Various	Various	Various	Various	3.71600	 60,000,000
    
	GSMC7.01	7.01	GSMC	True
    Value	308
    South Division Street	Harvard	IL	60033	3.71600	 16,044,444
    
	GSMC7.02	7.02	GSMC	Belnick	4350
    Ball Ground Highway	Canton	GA	30114	3.71600	 12,844,444
    
	GSMC7.03	7.03	GSMC	Tufco
    - 3161 South Ridge Road	3161
    South Ridge Road	Ashwaubenon	WI	54304	3.71600	 6,622,222
    
	GSMC7.04	7.04	GSMC	Pro
    Con - 109 Maplewood Drive	109
    Maplewood Drive	Hazle
    Township	PA	18202	3.71600	 5,742,222
    
	GSMC7.05	7.05	GSMC	Total
    Logistics	2900
    Granada Lane North	Oakdale	MN	55128	3.71600	 4,747,407
    
	GSMC7.06	7.06	GSMC	Pro
    Con - 2441 East Glendale Avenue	2441
    East Glendale Avenue	Appleton	WI	54911	3.71600	 4,149,630
    
	GSMC7.07	7.07	GSMC	Amaray	1300
    West Park Road	Elizabethtown	KY	42701	3.71600	 4,043,704
    
	GSMC7.08	7.08	GSMC	Pro
    Con - 2430 East Glendale Avenue	2430
    East Glendale Avenue	Appleton	WI	54911	3.71600	 2,954,074
    
	GSMC7.09	7.09	GSMC	Tufco
    - 1205 Burris Road	1205
    Burris Road	Newton	NC	28658	3.71600	 1,576,296
    
	GSMC7.10	7.10	GSMC	Tufco
    - 1055 Parkview Road	1055
    Parkview Road	Ashwaubenon	WI	54304	3.71600	 1,275,556
    
	CREFI8	8	CREFI	Boca
    Office Portfolio	Various	Boca
    Raton	FL	33433	4.02000	 50,000,000
    
	CREFI8.01	8.01	CREFI	Boardwalk
    @ 18th	6909
    Southwest 18th Street 	Boca
    Raton	FL	33433	4.02000	 15,151,515
    
	CREFI8.02	8.02	CREFI	Fountains
    Center	7000-7700
    West Camino Real	Boca
    Raton	FL	33433	4.02000	 14,393,939
    
	CREFI8.03	8.03	CREFI	City
    National Park	7000
    Palmetto Park Road and 22125 Powerline Road	Boca
    Raton	FL	33433	4.02000	 14,393,939
    
	CREFI8.04	8.04	CREFI	Grove
    Centre	21301
    Powerline Road	Boca
    Raton	FL	33433	4.02000	 6,060,606
    
	CREFI9	9	CREFI	Gestamp
    Automocion SLB	3063
    Hickory Valley Road	Chattanooga	TN	37421	3.61000	 49,500,000
    
	JPMCB10	10	JPMCB	30
    Hudson Yards 67	500
    West 33rd Street	New
    York	NY	10001	3.37100	 45,000,000
    
	GSMC11	11	GSMC	Dawson
    Marketplace	GA-400
    & Dawson Forest Road East	Dawsonville	GA	30534	3.55000	 43,800,000
    
	GACC12	12	GACC	8670
    Wilshire	8670
    Wilshire Boulevard	Beverly
    Hills	CA	90211	3.78400	 42,500,000
    
	GSMC13	13	GSMC	JW
    Marriott Nashville	201
    8th Avenue South	Nashville	TN	37203	3.13900	 35,000,000
    
	CREFI14	14	CREFI	Morgan
    Stanley Tower	150
    2nd Avenue North	Saint
    Petersburg	FL	33701	3.50000	 34,000,000
    
	JPMCB15	15	JPMCB	The
    Village at Meridian	1600-2300
    North Eagle Road	Meridian	ID	83642	3.49900	 30,995,000
    
	GSMC16	16	GSMC	Millennium
    Corporate Park	18200-18700
    Northeast Union Hill Road	Redmond	WA	98052	3.03200	 27,000,000
    
	GSMC17	17	GSMC	711
    Fifth Avenue	711
    5th Avenue	New
    York	NY	10022	3.16000	 26,500,000
    




     


     


    

Exhibit
B

Mortgage Loan Schedule


 


BMARK
2021-B24 - Mortgage Loan Schedule


 


	 	 	Mortgage
    Loan	 	 	 	 	 	Mortgage	Original
    Principal
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	Street
    Address	City	State	Zip
    Code	Rate
    (%)	Balance
    ($)
	JPMCB18	18	JPMCB	Oakland
    Commons I&II	20700
    & 20750 Civic Center Drive	Southfield	MI	48076	4.21500	 24,300,000
    
	GACC19	19	GACC	Orlando
    Technology Park	100,
    200, 250, 255 & 525 Technology Parkway	Lake
    Mary	FL	32746	3.50100	 24,150,000
    
	GACC20	20	GACC	Woodbury
    Crossing Phase II	530
    Greenwood Drive Southwest	Olympia	WA	98502	4.26737	 20,380,000
    
	CREFI21	21	CREFI	Advanced
    Energy	2424
    Midpoint Drive and 1625 Sharp Point Drive	Fort
    Collins	CO	80525	3.87000	 18,390,000
    
	CREFI22	22	CREFI	Value
    Store It Miami	5900
    Northwest 102nd Avenue	Doral	FL	33178	3.61000	 17,000,000
    
	GSMC23	23	GSMC	Willoughby
    Commons	36363
    Euclid Avenue	Willoughby	OH	44094	4.03800	 16,950,000
    
	JPMCB24	24	JPMCB	Camellia
    Trace	100
    Trace Drive	Jackson	TN	38305	3.45700	 15,655,000
    
	GACC25	25	GACC	Dollar
    General Portfolio	Various	Various	Various	Various	3.15100	 13,850,000
    
	GACC25.01	25.01	GACC	Robinsonville	13060
    Highway 61 North	Robinsonville	MS	38664	3.15100	 1,126,069
    
	GACC25.02	25.02	GACC	Saint
    Mary’s	5056
    South Pleasants Highway	Belmont	WV	26170	3.15100	 1,008,225
    
	GACC25.03	25.03	GACC	Alexandria
    (Carlos)	4480
    County Road 13 Northeast	Carlos	MN	56319	3.15100	 995,131
    
	GACC25.04	25.04	GACC	St.
    Martinville	4009
    Catahoula Highway	Saint
    Martinville	LA	70582	3.15100	 942,756
    
	GACC25.05	25.05	GACC	Fife
    Lake	6950
    U.S. 131	Fife
    Lake	MI	49633	3.15100	 936,209
    
	GACC25.06	25.06	GACC	Waubun	3185
    U.S. 59	Waubun	MN	56589	3.15100	 929,662
    
	GACC25.07	25.07	GACC	Lake
    Village	612
    U.S. 65	Lake
    Village	AR	71653	3.15100	 923,115
    
	GACC25.08	25.08	GACC	New
    Era	4121
    South Oceana Drive	New
    Era 	MI	49446	3.15100	 916,568
    
	GACC25.09	25.09	GACC	Mooers	2593
    U.S. 11	Mooers	NY	12958	3.15100	 903,474
    
	GACC25.10	25.10	GACC	Hinckley	304
    Fire Monument Road	Hinckley	MN	55037	3.15100	 896,927
    
	GACC25.11	25.11	GACC	Center	308
    Lignite Avenue 	Center	ND	58530	3.15100	 896,927
    
	GACC25.12	25.12	GACC	Lepanto	330
    West Broad Street	Lepanto	AR	72354	3.15100	 883,834
    
	GACC25.13	25.13	GACC	Edgemont	11116
    U.S. 18	Edgemont	SD	57735	3.15100	 867,466
    
	GACC25.14	25.14	GACC	Louisa	31
    Spankem Branch Road	Louisa	KY	41230	3.15100	 844,552
    
	GACC25.15	25.15	GACC	Prue	11152
    New Prue Road	Prue	OK	74054	3.15100	 779,083
    
	CREFI26	26	CREFI	9633
    Westheimer Road	9633
    Westheimer Road	Houston	TX	77063	3.89000	 13,681,250
    
	CREFI27	27	CREFI	46-50
    East 167th Street	46-50
    East 167th Street	Bronx	NY	10452	3.84000	 13,585,000
    
	CREFI28	28	CREFI	Bridgeport
    Distribution Center	5425
    Dixie Highway	Bridgeport	MI	48601	3.82000	 11,700,000
    
	CREFI29	29	CREFI	303
    3rd Street	303
    3rd Street	Huntington
    Beach	CA	92648	3.67000	 9,500,000
    
	CREFI30	30	CREFI	5501
    New Utrecht Avenue	5501
    New Utrecht Avenue	Brooklyn	NY	11219	3.78000	 9,500,000
    
	CREFI31	31	CREFI	Hamden
    Self Storage	1315
    Dixwell Avenue	Hamden	CT	6514	3.87000	 9,500,000
    
	JPMCB32	32	JPMCB	Bristol
    Park	1141
    Glen Iris Drive	Fayetteville	NC	28314	3.50700	 8,515,000
    
	GACC33	33	GACC	6450
    Industrial	6450
    Technology Drive	Salem	VA	24153	4.09400	 7,650,000
    
	CREFI34	34	CREFI	651
    Bushwick Avenue	651
    Bushwick Avenue	Brooklyn	NY	11221	3.92000	 7,000,000
    
	GSMC35	35	GSMC	Grocery
    Outlet Truckee	11213
    Donner Pass Road	Truckee	CA	96161	3.84100	 6,600,000
    
	JPMCB36	36	JPMCB	Holiday
    Inn Philadelphia South	1
    Pureland Drive	Swedesboro	NJ	8085	5.21200	 6,500,000
    
	CREFI37	37	CREFI	CVS
    Valley Stream	44
    North Central Avenue	Valley
    Stream	NY	11580	4.00000	 6,180,000
    
	CREFI38	38	CREFI	Deschutes
    Business Center	20370
    Empire Avenue	Bend	OR	97703	3.78000	 5,500,000
    
	CREFI39	39	CREFI	The
    Cove Storage Portfolio 	Various	Various	AL	Various	3.83000	 5,090,000
    
	CREFI39.01	39.01	CREFI	James
    Road	485
    James Road	Owens
    Cross Roads	AL	35763	3.83000	 2,165,000
    
	CREFI39.02	39.02	CREFI	Green
    Cove Road	1610
    Green Cove Road Southeast	Huntsville	AL	35803	3.83000	 1,920,000
    
	CREFI39.03	39.03	CREFI	Taylor
    Lane	111
    Taylor Lane	Owens
    Cross Roads	AL	35763	3.83000	 1,005,000
    
	CREFI40	40	CREFI	Scotsman
    Self Storage	1956
    Quality Boulevard	Huntsville	TX	77320	3.68000	 3,085,200
    




     


     


    

Exhibit
B

Mortgage Loan Schedule


 


BMARK
2021-B24 - Mortgage Loan Schedule


 


	 	 	 	 	 	 	 	 	 	Interest
	 	 	Mortgage
    Loan	 	Cut-off
    Date	Maturity
    Date	Due	Current
    Monthly	Servicing	Accrual
    
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	Stated
    Principal Balance ($)	or
    ARD	Date
    	Debt
    Service ($)	Fee
    Rate (%)	Method
	JPMCB1	1	JPMCB	410
    Tenth Avenue	 80,000,000
    	1/1/2028	1	175,172.29	0.00375	Actual/360
	CREFI/GACC2	2	CREFI/GACC	MGM
    Grand & Mandalay Bay	 79,985,667
    	3/5/2030	5	                            240,451.36
    	0.00188	Actual/360
	CREFI/GACC2.01	2.01	CREFI/GACC	MGM
    Grand	 43,592,189
    	 	 	 	 	 
	CREFI/GACC2.02	2.02	CREFI/GACC	Mandalay
    Bay	 36,393,478
    	 	 	 	 	 
	GSMC3	3	GSMC	Phillips
    Point	 75,000,000
    	2/6/2031	6	211,650.89	0.00250	Actual/360
	CREFI4	4	CREFI	141
    Livingston	 75,000,000
    	3/6/2031	6	203,411.46	0.00250	Actual/360
	JPMCB5	5	JPMCB	Pittock
    Block	 66,000,000
    	1/1/2031	1	183,987.60	0.01250	Actual/360
	CREFI/JPMCB6	6	CREFI/JPMCB	The
    Galleria Office Towers	 65,000,000
    	3/6/2031	6	                            327,802.40
    	0.00250	Actual/360
	CREFI/JPMCB6.01	6.01	CREFI/JPMCB	Galleria
    Tower I	 30,056,211
    	 	 	 	 	 
	CREFI/JPMCB6.02	6.02	CREFI/JPMCB	Galleria
    Tower II	 19,523,464
    	 	 	 	 	 
	CREFI/JPMCB6.03	6.03	CREFI/JPMCB	Galleria
    Financial Center	 15,420,326
    	 	 	 	 	 
	GSMC7	7	GSMC	U.S.
    Industrial Portfolio VI	 60,000,000
    	3/6/2031	6	                            188,380.56
    	0.00250	Actual/360
	GSMC7.01	7.01	GSMC	True
    Value	 16,044,444
    	 	 	  	 	 
	GSMC7.02	7.02	GSMC	Belnick	 12,844,444
    	 	 	  	 	 
	GSMC7.03	7.03	GSMC	Tufco
    - 3161 South Ridge Road	 6,622,222
    	 	 	  	 	 
	GSMC7.04	7.04	GSMC	Pro
    Con - 109 Maplewood Drive	 5,742,222
    	 	 	  	 	 
	GSMC7.05	7.05	GSMC	Total
    Logistics	 4,747,407
    	 	 	  	 	 
	GSMC7.06	7.06	GSMC	Pro
    Con - 2441 East Glendale Avenue	 4,149,630
    	 	 	  	 	 
	GSMC7.07	7.07	GSMC	Amaray	 4,043,704
    	 	 	  	 	 
	GSMC7.08	7.08	GSMC	Pro
    Con - 2430 East Glendale Avenue	 2,954,074
    	 	 	  	 	 
	GSMC7.09	7.09	GSMC	Tufco
    - 1205 Burris Road	 1,576,296
    	 	 	  	 	 
	GSMC7.10	7.10	GSMC	Tufco
    - 1055 Parkview Road	 1,275,556
    	 	 	  	 	 
	CREFI8	8	CREFI	Boca
    Office Portfolio	 50,000,000
    	3/6/2026	6	                            169,826.39
    	0.00250	Actual/360
	CREFI8.01	8.01	CREFI	Boardwalk
    @ 18th	 15,151,515
    	 	 	 	 	 
	CREFI8.02	8.02	CREFI	Fountains
    Center	 14,393,939
    	 	 	 	 	 
	CREFI8.03	8.03	CREFI	City
    National Park	 14,393,939
    	 	 	 	 	 
	CREFI8.04	8.04	CREFI	Grove
    Centre	 6,060,606
    	 	 	 	 	 
	CREFI9	9	CREFI	Gestamp
    Automocion SLB	 49,500,000
    	3/6/2031	6	                            225,327.69
    	0.00250	Actual/360
	JPMCB10	10	JPMCB	30
    Hudson Yards 67	 45,000,000
    	3/7/2031	7	                            128,168.23
    	0.00250	Actual/360
	GSMC11	11	GSMC	Dawson
    Marketplace	 43,800,000
    	2/6/2030	6	                            131,374.65
    	0.00250	Actual/360
	GACC12	12	GACC	8670
    Wilshire	 42,500,000
    	3/6/2031	6	                            135,878.01
    	0.00250	Actual/360
	GSMC13	13	GSMC	JW
    Marriott Nashville	 35,000,000
    	3/6/2030	6	                              92,825.75
    	0.00250	Actual/360
	CREFI14	14	CREFI	Morgan
    Stanley Tower	 34,000,000
    	3/6/2031	6	                            152,675.19
    	0.00250	Actual/360
	JPMCB15	15	JPMCB	The
    Village at Meridian	 30,995,000
    	2/5/2031	5	                              91,631.48
    	0.01250	Actual/360
	GSMC16	16	GSMC	Millennium
    Corporate Park	 27,000,000
    	1/6/2026	6	                              69,167.50
    	0.00250	Actual/360
	GSMC17	17	GSMC	711
    Fifth Avenue	 26,500,000
    	3/6/2030	6	                              70,752.55
    	0.00375	Actual/360




     


     


    

Exhibit
B

Mortgage Loan Schedule


 


BMARK
2021-B24 - Mortgage Loan Schedule


 


	 	 	 	 	 	 	 	 	 	Interest
	 	 	Mortgage
    Loan	 	Cut-off
    Date 	Maturity
    Date	Due	Current
    Monthly	Servicing	Accrual
    
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	Stated
    Principal Balance ($)	or
    ARD	Date
    	Debt
    Service ($)	Fee
    Rate (%)	Method
	JPMCB18	18	JPMCB	Oakland
    Commons I&II	 24,300,000
    	3/1/2031	1	                            119,044.01
    	0.05125	Actual/360
	GACC19	19	GACC	Orlando
    Technology Park	 24,150,000
    	3/6/2031	6	                            108,457.77
    	0.00250	Actual/360
	GACC20	20	GACC	Woodbury
    Crossing Phase II	 20,380,000
    	3/6/2031	6	                              73,480.75
    	0.00250	Actual/360
	CREFI21	21	CREFI	Advanced
    Energy	 18,390,000
    	3/6/2031	6	                              86,424.01
    	0.00250	Actual/360
	CREFI22	22	CREFI	Value
    Store It Miami	 17,000,000
    	3/6/2031	6	                              51,851.97
    	0.03250	Actual/360
	GSMC23	23	GSMC	Willoughby
    Commons	 16,950,000
    	1/6/2030	6	                              81,293.66
    	0.01250	Actual/360
	JPMCB24	24	JPMCB	Camellia
    Trace	 15,655,000
    	3/1/2031	1	                              45,725.83
    	0.03250	Actual/360
	GACC25	25	GACC	Dollar
    General Portfolio	 13,850,000
    	2/6/2031	6	                              36,872.90
    	0.00250	Actual/360
	GACC25.01	25.01	GACC	Robinsonville	 1,126,069
    	 	 	 	 	 
	GACC25.02	25.02	GACC	Saint
    Mary’s	 1,008,225
    	 	 	 	 	 
	GACC25.03	25.03	GACC	Alexandria
    (Carlos)	 995,131
    	 	 	 	 	 
	GACC25.04	25.04	GACC	St.
    Martinville	 942,756
    	 	 	 	 	 
	GACC25.05	25.05	GACC	Fife
    Lake	 936,209
    	 	 	 	 	 
	GACC25.06	25.06	GACC	Waubun	 929,662
    	 	 	 	 	 
	GACC25.07	25.07	GACC	Lake
    Village	 923,115
    	 	 	 	 	 
	GACC25.08	25.08	GACC	New
    Era	 916,568
    	 	 	 	 	 
	GACC25.09	25.09	GACC	Mooers	 903,474
    	 	 	 	 	 
	GACC25.10	25.10	GACC	Hinckley	 896,927
    	 	 	 	 	 
	GACC25.11	25.11	GACC	Center	 896,927
    	 	 	 	 	 
	GACC25.12	25.12	GACC	Lepanto	 883,834
    	 	 	 	 	 
	GACC25.13	25.13	GACC	Edgemont	 867,466
    	 	 	 	 	 
	GACC25.14	25.14	GACC	Louisa	 844,552
    	 	 	 	 	 
	GACC25.15	25.15	GACC	Prue	 779,083
    	 	 	 	 	 
	CREFI26	26	CREFI	9633
    Westheimer Road	 13,681,250
    	3/6/2031	6	                              44,966.03
    	0.00250	Actual/360
	CREFI27	27	CREFI	46-50
    East 167th Street	 13,585,000
    	3/6/2031	6	                              44,075.78
    	0.0025	Actual/360
	CREFI28	28	CREFI	Bridgeport
    Distribution Center	 11,700,000
    	3/6/2031	6	                              54,650.30
    	0.0025	Actual/360
	CREFI29	29	CREFI	303
    3rd Street	 9,500,000
    	3/6/2031	6	                              29,457.70
    	0.0025	Actual/360
	CREFI30	30	CREFI	5501
    New Utrecht Avenue	 9,500,000
    	1/6/2031	6	                              30,340.63
    	0.0025	Actual/360
	CREFI31	31	CREFI	Hamden
    Self Storage	 9,500,000
    	3/6/2031	6	                              44,645.36
    	0.0025	Actual/360
	JPMCB32	32	JPMCB	Bristol
    Park	 8,515,000
    	3/1/2031	1	                              25,230.71
    	0.04250	Actual/360
	GACC33	33	GACC	6450
    Industrial	 7,650,000
    	3/6/2031	6	                              36,938.05
    	0.00250	Actual/360
	CREFI34	34	CREFI	651
    Bushwick Avenue	 7,000,000
    	3/6/2031	6	                              23,184.26
    	0.00250	Actual/360
	GSMC35	35	GSMC	Grocery
    Outlet Truckee	 6,600,000
    	3/6/2031	6	                              21,418.91
    	0.00250	Actual/360
	JPMCB36	36	JPMCB	Holiday
    Inn Philadelphia South	 6,287,797
    	11/1/2028	1	                              35,740.41
    	0.0025	Actual/360
	CREFI37	37	CREFI	CVS
    Valley Stream	 6,180,000
    	3/6/2031	6	                              20,886.11
    	0.0025	Actual/360
	CREFI38	38	CREFI	Deschutes
    Business Center	 5,500,000
    	3/6/2031	6	                              17,565.63
    	0.00250	Actual/360
	CREFI39	39	CREFI	The
    Cove Storage Portfolio 	 5,090,000
    	3/6/2031	6	                              23,804.24
    	0.00250	Actual/360
	CREFI39.01	39.01	CREFI	James
    Road	 2,165,000
    	 	 	 	 	 
	CREFI39.02	39.02	CREFI	Green
    Cove Road	 1,920,000
    	 	 	 	 	 
	CREFI39.03	39.03	CREFI	Taylor
    Lane	 1,005,000
    	 	 	 	 	 
	CREFI40	40	CREFI	Scotsman
    Self Storage	 3,085,200
    	2/6/2031	6	                              14,165.77
    	0.00250	Actual/360




     


     


    

Exhibit
B

Mortgage Loan Schedule


 


BMARK
2021-B24 - Mortgage Loan Schedule


 


	 	 	 	 	 	 	 	 	 
	 	 	Mortgage
    Loan	 	 Letter
    of  	Post-ARD
    	Part
    of	Leasehold	Current
    Mezzanine
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	 Credit
    	Revised
    Rate	Whole
    Loan	Interest	or
    Subordinate Debt
	JPMCB1	1	JPMCB	410
    Tenth Avenue	No	After
    the ARD, the loan will bear interest at a rate per annum equal to the greater of (a) 200 basis points plus the initial interest
    rate, and (b) 200 basis points plus (i) the applicable spread and (ii) the 7-year swap yield as of the ARD (subject to a cap
    equal to 500 basis points plus the initial interest rate).	Yes	Fee	Yes
	CREFI/GACC2	2	CREFI/GACC	MGM
    Grand & Mandalay Bay	No	After
    the ARD, the following structure would apply: (i) the interest rate will increase by 200 basis points over the greater of
    (x) 3.55800%, and (y) (1) the ARD Treasury Note Rate plus (2) 1.77000%, (ii) amounts in the Excess Cash Flow Reserve will
    be applied first to pay Monthly Additional Interest Amounts which, to the extent not paid (such amount not paid, together
    with accrued interest thereon at the Adjusted Interest Rate, the “Accrued Interest”), will be deferred and added
    to the principal balance of the Mortgage Loan, and (iii) a full cash flow sweep to the extent of remaining amounts in the
    Excess Cash Flow Reserve will be used to hyper-amortize the Mortgage Loan.	Yes	Fee	Yes
	CREFI/GACC2.01	2.01	CREFI/GACC	MGM
    Grand	 	 	 	Fee	 
	CREFI/GACC2.02	2.02	CREFI/GACC	Mandalay
    Bay	 	 	 	Fee	 
	GSMC3	3	GSMC	Phillips
    Point	No	 	Yes	Fee	Yes
	CREFI4	4	CREFI	141
    Livingston	No	 	Yes	Fee	No
	JPMCB5	5	JPMCB	Pittock
    Block	No	 	Yes	Fee	Yes
	CREFI/JPMCB6	6	CREFI/JPMCB	The
    Galleria Office Towers	No	 	Yes	Fee	No
	CREFI/JPMCB6.01	6.01	CREFI/JPMCB	Galleria
    Tower I	 	 	 	Fee	 
	CREFI/JPMCB6.02	6.02	CREFI/JPMCB	Galleria
    Tower II	 	 	 	Fee	 
	CREFI/JPMCB6.03	6.03	CREFI/JPMCB	Galleria
    Financial Center	 	 	 	Fee	 
	GSMC7	7	GSMC	U.S.
    Industrial Portfolio VI	No	 	Yes	Fee	No
	GSMC7.01	7.01	GSMC	True
    Value	 	 	 	Fee	 
	GSMC7.02	7.02	GSMC	Belnick	 	 	 	Fee	 
	GSMC7.03	7.03	GSMC	Tufco
    - 3161 South Ridge Road	 	 	 	Fee	 
	GSMC7.04	7.04	GSMC	Pro
    Con - 109 Maplewood Drive	 	 	 	Fee	 
	GSMC7.05	7.05	GSMC	Total
    Logistics	 	 	 	Fee	 
	GSMC7.06	7.06	GSMC	Pro
    Con - 2441 East Glendale Avenue	 	 	 	Fee	 
	GSMC7.07	7.07	GSMC	Amaray	 	 	 	Fee	 
	GSMC7.08	7.08	GSMC	Pro
    Con - 2430 East Glendale Avenue	 	 	 	Fee	 
	GSMC7.09	7.09	GSMC	Tufco
    - 1205 Burris Road	 	 	 	Fee	 
	GSMC7.10	7.10	GSMC	Tufco
    - 1055 Parkview Road	 	 	 	Fee	 
	CREFI8	8	CREFI	Boca
    Office Portfolio	No	 	Yes	Fee	No
	CREFI8.01	8.01	CREFI	Boardwalk
    @ 18th	 	 	 	Fee	 
	CREFI8.02	8.02	CREFI	Fountains
    Center	 	 	 	Fee	 
	CREFI8.03	8.03	CREFI	City
    National Park	 	 	 	Fee	 
	CREFI8.04	8.04	CREFI	Grove
    Centre	 	 	 	Fee	 
	CREFI9	9	CREFI	Gestamp
    Automocion SLB	No	 	No	Fee/Leasehold	No
	JPMCB10	10	JPMCB	30
    Hudson Yards 67	No	 	Yes	Fee	No
	GSMC11	11	GSMC	Dawson
    Marketplace	No	 	No	Fee	No
	GACC12	12	GACC	8670
    Wilshire	No	 	No	Fee	No
	GSMC13	13	GSMC	JW
    Marriott Nashville	No	 	Yes	Fee/Leasehold	No
	CREFI14	14	CREFI	Morgan
    Stanley Tower	No	 	No	Fee/Leasehold	No
	JPMCB15	15	JPMCB	The
    Village at Meridian	No	 	Yes	Fee	No
	GSMC16	16	GSMC	Millennium
    Corporate Park	No	 	Yes	Fee	No
	GSMC17	17	GSMC	711
    Fifth Avenue	No	 	Yes	Fee	No




     


     


    

Exhibit
B

Mortgage Loan Schedule


 


BMARK
2021-B24 - Mortgage Loan Schedule


 


	 	 	Mortgage
    Loan	 	 Letter
    of  	Post-ARD
    	Part
    of	Leasehold	Current
    Mezzanine
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	 Credit
    	Revised
    Rate	Whole
    Loan	Interest	or
    Subordinate Debt
	JPMCB18	18	JPMCB	Oakland
    Commons I&II	No	 	No	Fee	No
	GACC19	19	GACC	Orlando
    Technology Park	No	 	No	Fee	No
	GACC20	20	GACC	Woodbury
    Crossing Phase II	No	 	No	Fee	Yes
	CREFI21	21	CREFI	Advanced
    Energy	No	 	No	Fee	No
	CREFI22	22	CREFI	Value
    Store It Miami	No	 	No	Fee	No
	GSMC23	23	GSMC	Willoughby
    Commons	No	 	Yes	Fee	No
	JPMCB24	24	JPMCB	Camellia
    Trace	No	 	No	Fee	No
	GACC25	25	GACC	Dollar
    General Portfolio	No	 	No	Fee	No
	GACC25.01	25.01	GACC	Robinsonville	 	 	 	Fee	 
	GACC25.02	25.02	GACC	Saint
    Mary’s	 	 	 	Fee	 
	GACC25.03	25.03	GACC	Alexandria
    (Carlos)	 	 	 	Fee	 
	GACC25.04	25.04	GACC	St.
    Martinville	 	 	 	Fee	 
	GACC25.05	25.05	GACC	Fife
    Lake	 	 	 	Fee	 
	GACC25.06	25.06	GACC	Waubun	 	 	 	Fee	 
	GACC25.07	25.07	GACC	Lake
    Village	 	 	 	Fee	 
	GACC25.08	25.08	GACC	New
    Era	 	 	 	Fee	 
	GACC25.09	25.09	GACC	Mooers	 	 	 	Fee	 
	GACC25.10	25.10	GACC	Hinckley	 	 	 	Fee	 
	GACC25.11	25.11	GACC	Center	 	 	 	Fee	 
	GACC25.12	25.12	GACC	Lepanto	 	 	 	Fee	 
	GACC25.13	25.13	GACC	Edgemont	 	 	 	Fee	 
	GACC25.14	25.14	GACC	Louisa	 	 	 	Fee	 
	GACC25.15	25.15	GACC	Prue	 	 	 	Fee	 
	CREFI26	26	CREFI	9633
    Westheimer Road	No	 	No	Fee	No
	CREFI27	27	CREFI	46-50
    East 167th Street	No	 	No	Fee	No
	CREFI28	28	CREFI	Bridgeport
    Distribution Center	No	 	No	Fee	No
	CREFI29	29	CREFI	303
    3rd Street	No	 	No	Fee	No
	CREFI30	30	CREFI	5501
    New Utrecht Avenue	No	 	No	Fee	No
	CREFI31	31	CREFI	Hamden
    Self Storage	No	 	No	Fee	No
	JPMCB32	32	JPMCB	Bristol
    Park	No	 	No	Fee	No
	GACC33	33	GACC	6450
    Industrial	No	 	No	Fee	No
	CREFI34	34	CREFI	651
    Bushwick Avenue	No	 	No	Fee	No
	GSMC35	35	GSMC	Grocery
    Outlet Truckee	No	 	No	Fee	No
	JPMCB36	36	JPMCB	Holiday
    Inn Philadelphia South	No	 	No	Fee	No
	CREFI37	37	CREFI	CVS
    Valley Stream	No	 	No	Fee	No
	CREFI38	38	CREFI	Deschutes
    Business Center	No	 	No	Fee	No
	CREFI39	39	CREFI	The
    Cove Storage Portfolio 	No	 	No	Fee	No
	CREFI39.01	39.01	CREFI	James
    Road	 	 	 	Fee	 
	CREFI39.02	39.02	CREFI	Green
    Cove Road	 	 	 	Fee	 
	CREFI39.03	39.03	CREFI	Taylor
    Lane	 	 	 	Fee	 
	CREFI40	40	CREFI	Scotsman
    Self Storage	No	 	No	Fee	No




     


     


    




 





EXHIBIT
C


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh


 


		Re:	Transfer
                                         of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
                                         Series 2021-B24 



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2021-B24 (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 



 





 



 

*
Purchaser must include one of the following two certifications.

 






    
Exhibit C-1 


     


    

 


	 	 	Securities
                                         Act of 1933, as amended (the “Securities Act”) or any entity in which
                                         all of the equity owners come within such paragraphs and has such knowledge and experience
                                         in financial and business matters as to be capable of evaluating the merits and risks
                                         of its investment in the Certificates, and the Purchaser and any accounts for which it
                                         is acting are each able to bear the economic risk of the Purchaser’s or such account’s
                                         investment. The Purchaser is acquiring the Certificates purchased by it for its own account
                                         or for one or more accounts, each of which is an Institutional Accredited Investor, as
                                         to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby
                                         undertakes to reimburse the Trust Fund for any costs incurred by it in connection with
                                         this transfer.



 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view to,
or for resale in connection with, any distribution thereof, or (ii) to Institutional Accredited Investors, subject in the case
of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (x) the receipt
by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and Certificate Registrar that such reoffer, resale,
pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate Registrar of such other evidence
acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act
and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred by it in connection
with the proposed transfer. The Purchaser understands that the Certificate (and any subsequent Certificate) has not been registered
under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends
upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell, pledge
or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Prospectus relating to the 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 



    
Exhibit C-2 


     


    

 


reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the 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


 





 





 


**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.

 



    
Exhibit C-3 


     


    

 


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).


 


		8.	Please
make all payments due on the Certificates:****



 


		☐	(a) 	by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:



 





	 	Bank:	 	 






	 	ABA #:	 	 






	 	Account #:	 	 






	 	Attention:	 	 










 


		☐	(b) 	by mailing a check or draft to the following address:



 





	 	 	 
	 	 	 
	 	 	 




   


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]



 

	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 







 


Dated:


 





 



 


****       Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance
or Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    
Exhibit C-4 


     


    

 


EXHIBIT
D-1


 


Form
of Transferee Affidavit


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B24
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of March
                                         1, 2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
                                         Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as
                                         Operating Advisor and as Asset Representations Reviewer. 



 





	STATE OF	 	)
	 		)	ss.:
	COUNTY OF	 	)







 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any 



    
Exhibit D-1-1 


     


    

 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)      the
present value of the expected future distributions on such Class R Certificate; and


 


(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]


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24
                                         (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 March 1, 2021 (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,
Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services 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]


 


Wells
Fargo Bank, National Association

  as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


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
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of March
                                         1, 2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
                                         Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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]


 


Wells
Fargo Bank, National Association

   as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


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
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24
                                         (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 March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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]


 


Wells
Fargo Bank, National Association

as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


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
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of March
                                         1, 2021, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
                                         Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
                                         as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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]


 


Wells
Fargo Bank, National Association

as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


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
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24
                                         (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 March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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 Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal
Revenue 



 






    
Exhibit D-6-1 


     


    

 


	 	 	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:	 	 
		Name:	 



 






    
Exhibit D-6-2 


     


    

 


	 	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:	Wells
    Fargo Bank, National Association
	 	 	 
	 	Address:	1055
    10th Avenue SE

    Minneapolis, MN 55414

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2021-B24 Mortgage Trust
	 	 	 
	 	Custodian/Trustee
    Mortgage File No.:	
	Depositor
	 	Name:	J.P.
    Morgan Chase Commercial Mortgage Securities Corp.
	 	 	 
	 	Address:	383
                                         Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh

	 	 	 
	 	 	 
	 	Certificates:	Benchmark
    2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24


 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”),
for the Holders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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 March 1, 2021,
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Greystone Servicing Company LLC, as


 



    
Exhibit E-1-1 


     


    

 


Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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)


 


Wells
Fargo Bank, National Association 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Real Estate Structured Finance – Securitization Group


 


		Re:	Transfer
                                         of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
                                         Series 2021-B24 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] initial [aggregate] Certificate Balance in the
Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, Class [X-F][X-G][X-NR] [F][G][NR][RR]
Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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


 



    
Exhibit F-1-1 


     


    

 


underlying assets include Plan assets by reason of investment in the entity
by such a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA), other than an insurance company using the assets of its “insurance company general account” (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the
purchase and holding of Certificates by such insurance company 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]


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [$[__] aggregate Certificate Balance] [[__]% Percentage
Interest] in the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24, [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 March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services 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 (“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


 



    
Exhibit F-2-1 


     


    

 


the assets of any 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 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 


     


    

 





 






 


 




	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Realized Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Asset Representations 

Reviewer/Operating Advisor	 	 
	 	 	


J.P.
Morgan Chase Commercial 

Mortgage Securities Corp.
383 Madison Avenue
8th Floor

New York, NY 10179

 


 

Contact:  Kunal Singh

Phone Number:      (212) 834-5467
	 	 	 	Midland Loan Services, a Division of PNC 

Bank, National Association
10851 Mastin Street
Building 82, Suite 300
Overland Park, KS 66210

      

                                                                                                                                       Contact:    askmidlandls.com
Phone Number:    (913) 253-9000

	 	 	 	Greystone
Servicing Company LLC 

5221 North O’Connor Blvd.
Suite
800

Irving, TX 75039

                                                                                                                                           

                                                                                                                                              Contact:
     John Roach

                                                                                                                                              Phone
                                                                                                                                              Number:      (972) 686-5400





	 	 	 	Park Bridge Lender Services LLC
600 Third Avenue
40th Floor

                                                                                                                     New
York, NY 10016
 

                                         Contact:
                                                     David Rogers

                                         Phone Number:    (212) 230-9025
	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not
independently confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit +www.ctslink.com
    for additional information and if applicable, any special notices and any credit risk retention notices. In addition, certificateholders
    may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









    Exhibit G-2 


    	 



    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/
 Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-4	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-5	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-SB	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	E	 	 	 	0.000000%	 	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	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	NR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Class RR	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	RR Interest	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	Original

    Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	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	 	 	 	 	 	 	 	 
	 	 	(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance
of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated
class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Exhibit G-3 


    	 



    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-4	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-5	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-SB	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	E	 	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	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	NR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	Class RR	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	RR Interest	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-D	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-NR	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Exhibit G-4 


    	 



    

 











	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled
    Principal	 	Principal
    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest
    

    Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-4	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-5	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-SB	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-NR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	NR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	Class RR	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	RR Interest	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Exhibit G-5 


    	 



    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount  (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 		 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		Controlling Class Information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Controlling
    Class:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
                                         as of: mm/dd/yyyy



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 Directing
    Holder:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Effective
                                         as of: mm/dd/yyyy 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Prepayment Premiums and Yield Maintenance Charges.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit G-6 


    	 



    






 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Certificate Administrator/Trustee Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	Deferred Interest	0.00	 	 	Operating Advisor Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	ARD Interest	0.00	 	 	 Asset Representations Reviewer Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	Total Fees	 

                                   
	0.00	 
	 	Net Prepayment Interest
Shortfall	0.00	 	 	 	 	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	 	 	 	 
	 	Extension Interest	0.00	 	 	Additional Trust
    Fund Expenses:	 	 	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	Reimbursement for
    Interest on Advances	0.00		 
	 	Total Interest
    Collected	 	0.00	 	ASER Amount	0.00	 	 
	 	 	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Principal:	 	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Other Expenses	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Total Additional
    Trust Fund Expenses	 	0.00	 
	 	Curtailments	0.00	 	 	 		 	 
	 	Negative Amortization	0.00	 	 				 
	 	Principal Adjustments	0.00	 	 	Interest Reserve
    Deposit	 	0.00	 
	 	Total Principal
    Collected		0.00 	 		 		 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Total Other Collected		0.00	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    Exhibit G-7 


    	 



    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
        Mortgage Loan and Property Stratification Tables

        Aggregate
        Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled
    Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 





	 	Debt Yield Ratio (4)	 		 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 		

        	

        	

        	

        		

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 		 	 	 	 	 	 	 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Exhibit G-8 


    	 



    
 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service Coverage Ratio	 	Property
    Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note
    Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit G-9 


    	 



    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service
Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the
most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the
offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this
calculation.


	 
	 	 	 
	 	(2) Anticipated
                     Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
                     Anticipated Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data
                     in this table was calculated by allocating pro-rata the current loan information to the properties based
                     upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The Scheduled Balance Totals reflect
    the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled
    Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum
    of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified
    into a split loan structure. The “State” and “Property” stratification tables do not include the balance
    of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into
    a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note
    (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization
    Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


    Exhibit G-10 


    	 



    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and
    Warranties  	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	 IN	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction  	10	-	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


    Exhibit G-11 


    	 



    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data
                                         reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report
                                         NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-12 


    	 



    










 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 
	 	Principal
    Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document
Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

    Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Exhibit G-13 


    	 



    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	 Balance	#	 Balance	#	 Balance	#	 Balance	#	 Balance	#	 Balance	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals
    are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-14 


    	 



    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace Period	1	- 30-59 Days Delinquent	5 	-	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	-	Reps
    and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-15 


    	 



    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1)
    Resolution Strategy Code	(2)
    Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-16 


    	 



    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-17 


    	 



    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Exhibit G-18 


    	 



    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 	 
	 	Modified
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-19 


    	 



    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Liquidated Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-20 


    	 



    



 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Bond/Collateral Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit G-21 


    	 



    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-22 


    	 



    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21






	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	 Other
     (Shortfalls)/ 

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Exhibit G-23 


    	 



    

 










	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	BENCHMARK 2021-B24 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2021-B24	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	4/16/21
	Record Date:	3/31/21
	Determination Date:	4/12/21





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	Risk
    Retention	 
	 	 	 
	 	Pursuant to the PSA and the Credit
    Risk Retention Agreement, the Certificate Administrator has made available on www.ctslink.com, specifically under the “U.S.
    Risk Retention Special Notices” tab for the Benchmark 2021-B24 Mortgage Trust transaction, certain information provided
    to the Certificate Administrator regarding each Retaining Party’s compliance with the Retention Covenant. Investors
    should refer to the Certificate Administrator’s website for all such information. 	 
	 	 	 
	 	 Disclosable
    Special Servicer Fees, Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event information
    would be disclosed here.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 






    Exhibit G-24 


    	 



    



EXHIBIT
H



FORM OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National Association,
as Trustee for the registered holders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2021-B24 and the RR Interest Owners” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Corporate Trust Services: CMBS Trustee – Benchmark 2021-B24, its successors and assigns, all
right, title and interest of the Assignor in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 




    
Exhibit H-1 


     


    

 


EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A BOOK-ENTRY CERTIFICATE

TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

DURING RESTRICTED PERIOD


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 





 






 


*
Select appropriate depository.


 






    
Exhibit I-1 


     


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  


Dated:
_______


 


cc:
J.P. Morgan Chase Commercial Mortgage 

Securities Corp.


 





 






**
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    
Exhibit I-2 


     


    

 


EXHIBIT
J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    
Exhibit J-1 


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:
________


 


cc:
J.P. Morgan Chase Commercial Mortgage 

Securities Corp.


 





 



 





* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    
Exhibit J-2 


     


    

 


EXHIBIT
K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the
name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of


 





 



 


		*	Select
appropriate depository.



 



    
Exhibit K-1 


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator,
the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:
_______


 


cc:
J.P. Morgan Chase Commercial Mortgage 

Securities Corp.


 




    
Exhibit K-2 


     


    

 


EXHIBIT
L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined
by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 





 



 


		*	Select,
as applicable.







    
Exhibit L-1 


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


		Dated:______________



 


		By:	
 	 
	 	 	as,
or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.
	 



 




    
Exhibit L-2 


     


    

 


EXHIBIT
M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention:
Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 





 



 


		*	Select
                                         appropriate depository.



 






    
Exhibit M-1 


     


    

 


[(2) at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated:
________


 


cc:
J.P. Morgan Chase Commercial Mortgage 

Securities Corp.


 





 



 





**
    Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S. 


 




    
Exhibit M-2 


     


    

 


EXHIBIT
N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in
accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    
Exhibit N-1 


     


    

 


[(2) at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2) the
transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor
nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 


 


	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 


Dated:
_______


 


cc:
J.P. Morgan Chase Commercial Mortgage 

Securities Corp.


 


 



 





*
    Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    
Exhibit N-2 


     


    

 


EXHIBIT
O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells
Fargo Bank, National Association,

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933,
as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the
Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion,
and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 



    
Exhibit O-1 


     


    

 





We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:
_______


 


cc:
J.P. Morgan Chase Commercial Mortgage 

Securities Corp.


 




    
Exhibit O-2 


     


    

 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY and/or risk retention consultation party

(for Persons other than the DIRECTING CERTIFICATEHOLDER AND/OR a Controlling Class
Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust

Email:  trustadministrationgroup@wellsfargo.com;

             cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 



 


In
accordance with the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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 consideration
of the disclosure to the undersigned of the Information, or the access thereto, the 



    
Exhibit P-1A-1 


     


    

 


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 
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2021-B24 Mortgage Trust

    Email: trustadministrationgroup@wellsfargo.com

               cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: Benchmark 2021-B24—Transaction Manager

    With a copy sent via email to: cmbs.notices@parkbridgefinancial.com (with Benchmark 2021-B24 in the subject line)	Wells
Fargo Bank, National Association, 

        600
South 4th Street, 7th Floor 

        MAC
N9300-070 

        Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust 

	 	 
	Greystone
Servicing Company LLC, 

        5221
N. O’Connor Blvd., Suite 800 

        Irving,
TX 75039 

        Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com 
	 


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 



 


In
accordance with the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 



    
Exhibit P-1B-1 


     


    

 





1.       The
undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties
the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


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 



    
Exhibit P-1B-2 


     


    

 


click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 




    
Exhibit P-1B-3 


     


    

 


EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, a Controlling Class Certificateholder
AND/OR a risk retention consultation party)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 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


 


Greystone
Servicing Company LLC 


5221
N. O’Connor Blvd., Suite 800 


Irving,
TX 75039 


Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 



 


In
accordance with the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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).


 



    
Exhibit P-1C-1 


     


    

 





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 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 
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2021-B24 Mortgage Trust

    Email: trustadministrationgroup@wellsfargo.com

                cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: Benchmark 2021-B24—Transaction Manager

    With a copy sent via email to: cmbs.notices@parkbridgefinancial.com (with Benchmark 2021-B24 in the subject line)	Wells
Fargo Bank, National Association, 

        600
South 4th Street, 7th Floor 

        MAC
N9300-070 

        Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust 

	 	 
	Greystone
Servicing Company LLC 

        5221
N. O’Connor Blvd., Suite 800 

        Irving,
TX 75039 

        Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com 
	 


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 



 


In
accordance with the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 



    
Exhibit P-1D-1 


     


    

 





1.
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.        Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 



    
Exhibit P-1D-2 


     


    

 





7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through][[for use by the
initial Controlling Class Certificateholder] PDF] form has been delivered in accordance with the notice provisions of the Pooling
and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier, (b) mailed by registered
mail, postage prepaid or (c) [for use by the initial Controlling Class Certificateholder] electronic mail].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Dated:
_______ 


cc:
J.P. Morgan Chase Commercial Mortgage 


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 
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2021-B24 Mortgage Trust

    Email: trustadministrationgroup@wellsfargo.com

                 cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: Benchmark 2021-B24—Transaction Manager

    With a copy sent via email to: cmbs.notices@parkbridgefinancial.com (with Benchmark 2021-B24 in the subject line)	Wells
Fargo Bank, National Association, 

        600
South 4th Street, 7th Floor 

        MAC
N9300-070 

        Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust 

	 	 
	Greystone
Servicing Company LLC 

        5221
N. O’Connor Blvd., Suite 800 

        Irving,
TX 75039 

        Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com 
	 


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BENCHMARK 2021-B24 MORTGAGE
TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2021-B24 REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION
3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 






    
Exhibit P-1E-1 


     


    

 


1.       The
undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder]
as of the date hereof.


 


2.       The
undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	Loan
    Number	ODCR	Loan
    Name	Borrower
    Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[[If
applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an Excluded Controlling Class
Loan.] The undersigned is not a Borrower Party with respect to any other Mortgage Loan. If the undersigned becomes a Borrower
Party with respect to any other Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification attached
as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached as Exhibit
P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


3.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as
defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent




    
Exhibit P-1E-2 


     


    

 


the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing
Agreement.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or
indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


8.       [[For
use by parties other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this
certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.] [[For use
by the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in PDF
form has been delivered in accordance with the terms of the Pooling and Servicing Agreement to each of the addressees listed above
by electronic mail.]


 


9.       The
undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and
Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is not
permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the related
Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of
the Pooling and Servicing Agreement.


 


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 



    
Exhibit P-1E-3 


     


    

 


damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing
this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative
or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s)
listed in Paragraph 2 above.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:
_______ 


cc:
J.P. Morgan Chase Commercial Mortgage 


Securities
Corp.


 




    
Exhibit P-1E-4 


     


    

 


EXHIBIT
P-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


Via: Email
 Wells Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland 21045
 Attention: Corporate Trust Services (CMBS)
 Benchmark 2021-B24 Mortgage Trust
 trustadministrationgroup@wellsfargo.com;
 cts.cmbs.bond.admin@wellsfargo.com  


 


with a copy to:   


 


Wells Fargo Bank, National Association,  


8480 Stagecoach Circle
 Frederick, Maryland 21701-4747  


Attention: Benchmark 2021-B24 Mortgage Trust  


 



		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24



 


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 2021-B24 Mortgage Trust securitization should be revoked as to such users:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 







 


4.       The
undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such
[Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it (i) is
no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii)
has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor
certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





Dated:
_______ 


cc:
J.P. Morgan Chase Commercial Mortgage 


Securities
Corp.


 


The
undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 





	WELLS FARGO BANK, NATIONAL
    ASSOCIATION,	 
	Certificate Administrator	 
	 	 
	 	 
	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 
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2021-B24 Mortgage Trust

    Email: trustadministrationgroup@wellsfargo.com

                cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: Benchmark 2021-B24—Transaction Manager

    With a copy sent via email to: cmbs.notices@parkbridgefinancial.com (with Benchmark 2021-B24 in the subject line)	Wells
Fargo Bank, National Association, 

        600
South 4th Street, 7th Floor 

        MAC
N9300-070 

        Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust 

	 	 
	Greystone
Servicing Company LLC 

        5221
N. O’Connor Blvd., Suite 800 

        Irving,
TX 75039 

        Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com 
	 


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24



 


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.


 



    
Exhibit P-1G-1 


     


    

 





4.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid


 


5.       [If
the undersigned or its parent entity primarily operate under an identity other than that of the undersigned and the affiliation
of such identity with the undersigned is not reasonably evident from the undersigned name]The undersigned or its parent entity
primarily operates under the identity __________________________. The directing holder is __________________________.


 


6.       The
undersigned hereby acknowledges that the Certificate Administrator will provide the information provided in item 5 above on its
Distribution Date Statement.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







 


Dated:
_______ 


cc:
J.P. Morgan Chase Commercial Mortgage

Securities Corp


 




    
Exhibit P-1G-2 


     


    

 


EXHIBIT
P-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 
	Wells
    Fargo Bank, National Association

    9062 Old Annapolis Road

    Columbia, Maryland 21045-1951

    Attention: Corporate Trust Services (CMBS)

    Benchmark 2021-B24 Mortgage Trust

    Email: trustadministrationgroup@wellsfargo.com

       cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: Benchmark 2021-B24—Transaction Manager

    With a copy sent via email to: cmbs.notices@parkbridgefinancial.com (with Benchmark 2021-B24 in the subject line)	Wells
Fargo Bank, National Association, 

        600
South 4th Street, 7th Floor 

        MAC
N9300-070 

        Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust 

	 	 
	Greystone
Servicing Company LLC 

        5221
N. O’Connor Blvd., Suite 800 

        Irving,
TX 75039 

        Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com 
	J.P.
    Morgan Chase Commercial Mortgage Securities Corp.

    383 Madison Avenue, 8th Floor

    New York, New York 10179

    Attention: Kunal K. Singh, email: US_CMBS_Notice@jpmorgan.com


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24



 


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]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate
                                         Trust Services (CMBS), Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through
                                         Certificates, Series 2021-B24



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of
March 1, 2021 (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, Greystone Servicing
Company LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park
Bridge Lender Services 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.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 



    
Exhibit P-2-1 


     


    

 





Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	 	Name:
	 	 	Title:







 




    
Exhibit P-2-2 


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with JP Morgan Securities
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the Benchmark 2021-B24
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, and the assets underlying or referenced by the Certificates, including the identity of, and financial information with
respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the section of the 17g-5 Information Provider’s website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


		1.	Definition
                                         of Confidential Information. For purposes of this Confidentiality Agreement, the
                                         term “Confidential Information” shall include the following information
                                         (irrespective of its source or form of communication, including information obtained
                                         by you through access to this site) that may be furnished to you by or on behalf of a
                                         Furnishing Entity in connection with the issuance or monitoring of a rating with respect
                                         to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
                                         legal documents and other information (such information, the “Evaluation Material”)
                                         and (y) any of the terms, conditions or other facts with respect to the transactions
                                         contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
                                         however, that the term Confidential Information shall not include information
                                         which:



 


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
                                         below) in violation of this Confidentiality Agreement;



 


		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 






    
Exhibit P-2-3 


     


    

 


		●	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 


		2.	Information
                                         to Be Held in Confidence.



 


		a.	You
                                         will use the Confidential Information solely for the purpose of determining or monitoring
                                         a credit rating on the Certificates and, to the extent that any information used is derived
                                         from but does not reveal any Confidential Information, for benchmarking, modeling or
                                         research purposes (the “Intended Purpose”).



 


		b.	You
                                         acknowledge that you are aware that the United States and state securities laws impose
                                         restrictions on trading in securities when in possession of material, non-public information
                                         and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
                                         who is informed of the matters that are the subject of this Confidentiality Agreement
                                         to that effect.



 


		c.	You
                                         will treat the Confidential Information as private and confidential. Subject to Section
                                         4, without the prior written consent of the applicable Furnishing Entity, you will not
                                         disclose to any person any Confidential Information, whether such Confidential Information
                                         was furnished to you before, on or after the date of this Confidentiality Agreement.
                                         Notwithstanding the foregoing, you may:



 


		i.	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of
                                         the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable
                                         precautions to ensure, and shall be satisfied, that such NRSRO Representative will act
                                         in accordance with this Confidentiality Agreement;



 


		ii.	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
                                         the Confidential Information to the NRSRO’s password protected website; and



 


		iii.	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


		3.	Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or 



 






    
Exhibit P-2-4 


     


    

 


	 	 	regulatory or other governmental
                                         authority) that a request to disclose the Confidential Information has been made so that
                                         the relevant Furnishing Entity may seek an appropriate protective order or other reasonable
                                         assurance that confidential treatment will be accorded the Confidential Information if
                                         it so chooses. Unless otherwise required by a court or other governmental or regulatory
                                         authority to do so, and provided that you been informed by written notice that the related
                                         Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
                                         treatment with respect to the requested Confidential Information, you agree not to disclose
                                         the Confidential Information while the Furnishing Entity’s effort to obtain such
                                         a protective order or other reasonable assurance for confidential treatment is pending.
                                         You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain
                                         a protective order or other reasonable assurance that confidential treatment will be
                                         accorded to the portion of the Confidential Information that is being disclosed, at the
                                         sole expense of such Furnishing Entity; provided, however, that in no event
                                         shall the NRSRO be required to take a position that such information should be entitled
                                         to receive such a protective order or reasonable assurance as to confidential treatment.
                                         If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you
                                         agree to comply with its terms with respect to the disclosure of the Confidential Information,
                                         at the sole expense of such Furnishing Entity. If a protective order or other remedy
                                         is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
                                         of this Confidentiality Agreement in writing, you agree to furnish only such information
                                         as you are legally required to disclose, at the sole expense of the relevant Furnishing
                                         Entity.



 


		4.	Obligation
                                         to Return Evaluation Material. Promptly upon written request by or on behalf of the
                                         relevant Furnishing Entity, all material or documents, including copies thereof, that
                                         contain Evaluation Material will be destroyed or, in your sole discretion, returned to
                                         the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain
                                         one or more copies of any document or other material containing Evaluation Material to
                                         the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s
                                         internal policies and procedures designed to ensure legal or regulatory compliance) and
                                         (b) the NRSRO may retain any portion of the Evaluation Material that may be found in
                                         backup tapes or other archive or electronic media or other documents prepared by the
                                         NRSRO and any Evaluation Material obtained in an oral communication; provided,
                                         that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality
                                         Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.



 


		5.	Violations
                                         of this Confidentiality Agreement.



 


		a.	The
                                         NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the
                                         NRSRO or any NRSRO Representative.



 


		b.	You
                                         agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation
                                         or unauthorized disclosure or use by any person of the Confidential Information which
                                         may come to your attention and to take all steps reasonably requested by such Furnishing
                                         Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure
                                         or use.



 






    
Exhibit P-2-5 


     


    

 


		c.	You
                                         acknowledge and agree that the Furnishing Entities would not have an adequate remedy
                                         at law and would be irreparably harmed in the event that any of the provisions of this
                                         Confidentiality Agreement were not performed in accordance with their specific terms
                                         or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall
                                         be entitled to specific performance and injunctive relief to prevent breaches of this
                                         Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
                                         in addition to any other remedy to which a Furnishing Entity may be entitled at law or
                                         in equity. It is further understood and agreed that no failure to or delay in exercising
                                         any right, power or privilege hereunder shall preclude any other or further exercise
                                         of any right, power or privilege.



 


		6.	Term.
                                         Notwithstanding the termination or cancellation of this Confidentiality Agreement and
                                         regardless of whether the NRSRO has provided a credit rating on a Security, your obligations
                                         under this Confidentiality Agreement will survive indefinitely.



 


		7.	Governing
                                         Law. This Confidentiality Agreement and any claim, controversy or dispute arising
                                         under the Confidentiality Agreement, the relationships of the parties and/or the interpretation
                                         and enforcement of the rights and duties of the parties shall be governed by and construed
                                         in accordance with the laws of the State of New York applicable to agreements made and
                                         to be performed within such State.



 


		8.	Amendments.
                                         This Confidentiality Agreement may be modified or waived only by a separate writing by
                                         the NRSRO and each Furnishing Entity.



 


		9.	Entire
                                         Agreement. This Confidentiality Agreement represents the entire agreement between
                                         you and the Furnishing Entities relating to the treatment of Confidential Information
                                         heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other
                                         understandings and agreements between us relating to such matters; provided, however,
                                         that, if the terms of this Confidentiality Agreement conflict with another agreement
                                         relating to the Confidential Information that specifically states that the terms of such
                                         agreement shall supersede, modify or amend the terms of this Confidentiality Agreement,
                                         then to the extent the terms of this Confidentiality Agreement conflict with such agreement,
                                         the terms of such agreement shall control notwithstanding acceptance by you of the terms
                                         hereof by entry into this website.



 


		10.	Contact
                                         Information. Notices for each Furnishing Entity under this Confidentiality Agreement,
                                         shall be directed as set forth below:



 


JP
Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179


 




    
Exhibit P-2-6 


     


    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate
                                         Trust Services (CMBS), Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through
                                         Certificates, Series 2021-B24 



 


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
March 1, 2021 (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, Greystone Servicing
Company LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park
Bridge Lender Services 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 P-3-1 


     


    

 


	 	 	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 P-3-2 


     


    

 


EXHIBIT
Q


 


CUSTODIAN
CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial
Exception Report, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
for which a Liquidation Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement,
reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that
(i) all documents specified in [clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or with respect to clause (xii)],
a copy of such letter of credit and the required officer’s certificate), if any, of the definition of “Mortgage File”,
as applicable, with respect to the Mortgage Loans are in its possession, (ii) the foregoing documents delivered or caused to be
delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear regular on their face
and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv), (vi) and
(viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    

    as Custodian	 
	 	 	 	 
	 	By: 	 	 
	 	 	Name:	 
	 	 	Title:	 




 






    
Exhibit Q-1 


     


    





 


SCHEDULE
A


 


	J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp.

                                         383 Madison Avenue

                                         8th Floor

                                         New York, New York 10179

         

        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
	Wells
                                         Fargo Bank, National Association

                                         9062 Old Annapolis Road

                                         Columbia, Maryland 21045-1951

                                         Attention: Corporate Trust Services (CMBS)

                                         Benchmark 2021-B24 Mortgage Trust

                                         Telecopy Number: (410) 715 2380

                                         E-Mail: trustadministrationgroup@wellsfargo.com; cts.cmbs.bond.admin@wellsfargo.com

         

        Park
        Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2021-B24—Transaction Manager

        With a copy sent via email to: cmbs.notices@parkbridgefinancial.com (with Benchmark 2021-B24 in the subject line)

         

        Eightfold
Real Estate Capital, L.P. 

        1111
Lincoln Road, Suite 802 

        Miami
Beach, FL 33139 

        Attention:
Brian Tageson 

        Email:
        btageson@eightfoldcapital.com

         

        With
        a copy to:

         

        Eightfold
Real Estate Capital L.P. 

        1111
Lincoln Road, Suite 802 

        Miami
Beach, Florida 33139 

        Attention:
Adnan Charania 

        Email:
acharania@eightfoldcapital.com

         

        [APPLICABLE
        MORTGAGE LOAN SELLER’S NOTICE ADDRESS]

         

	 	 
	Greystone
Servicing Company LLC 

        5221
N. O’Connor Blvd., Suite 800 

        Irving,
TX 75039 

        Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com 
	 



 



    
Exhibit Q-2 


     


    

 


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 
	Greystone
Servicing Company LLC 

        5221
N. O’Connor Blvd., Suite 800 

        Irving,
Texas 75039

	 	 








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”), and Greystone Servicing Company LLC, as Special Servicer
(the “Special Servicer”, and together with the Master Servicer, the “Servicers”), Wells
Fargo Bank, National Association, as Trustee (the “Trustee”) and Certificate Administrator, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, entered into a Pooling and Servicing Agreement
dated as of March 1, 2021 (the “PSA”), pertaining to a securitization trust formed for the benefit of the registered
holders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 and the RR Interest
Owners (the “Trust”), and which provides in part that the Servicers 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 Servicers are 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.


 




    
Exhibit Q-3 


     


    

 


NOW,
THEREFORE, KNOW ALL BY THESE PRESENTS: 


 


Wells
Fargo Bank, 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, Suite 700, Overland Park, Kansas 66210, as Master Servicer,] [and Greystone Servicing Company
LLC, with principal corporate offices at 419 Belle Air Lane, Warrenton, Virginia 20186, 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 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


 



    
4 


     


    

 


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];



 






    
5 


     


    

 


		(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 Servicers
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 March, 2021.





  


	 	Wells Fargo Bank, National
    Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage
    Pass- Through Certificates, Series 2021-B24 and the RR Interest Owners (and not in its individual capacity)
	(SEAL)	 
	 	By:
	 	Name:
	 	Title:







 


ATTEST:


 


Witness


 


Witness


 


STATE
OF MARYLAND COUNTY OF HOWARD


 






    
6 


     


    

 


) 


)
ss. 


)


 




    
7 


     


    

 


On
this day of March, 2021, before me personally appeared , to me _______________________


 


personally
known, who, being by me duly sworn, did acknowledge and say that she is the ____________ of Wells Fargo Bank, National Association,
a nationally chattered banking association, and acknowledged to me that she executed the foregoing instrument on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2021-B24 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2021-B24 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
	141
    Livingston	 

                                                                                                                         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

         

	The
    Galleria Office Towers	 

                                                                                                                         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:

         



 






    
Exhibit S-1 


     


    

 


	 	

         

        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

         

        Note
A-4 

        JPMorgan
        Chase Bank, National Association

         

        Notice
Address: 

        JPMorgan
Chase Bank, National Association 

        383
Madison Avenue, 31st Floor 

        New
York, New York 10179 

        Email:
US_CMBS_Notice@jpmorgan.com 

        Attention:
        Kunal K. Singh

         

        and

         

        JPMorgan
Chase Bank, National Association 

        4
New York Plaza, 21st Floor 

        New
York, New York 10004-2413 

        Email:
US_CMBS_Notice@jpmorgan.com 

        Attention:
        SPG Legal

         

        with
        a copy to:

         

        Cadwalader,
Wickersham & Taft LLP 

        227
West Trade Street 

        Charlotte,
North Carolina 28202 

        Attention:
David Burkholder 

        Facsimile
        No.: (704) 348-5200

         

	U.S.
    Industrial Portfolio VI	 

                                                                                                                         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

         

        with
        a copy to:

         



 






    
Exhibit S-2 


     


    

 


	 	 

                                                                                                                                                                  Goldman
Sachs Bank USA  

        200
West Street 

        New
York, New York 10282 

        Attention:
Joe Osborne 

        Email:
        joe.osborne@gs.com and gs-refgsecuritization@gs.com

         

        and:

         

        Cadwalader,
Wickersham & Taft LLP 

        200
Liberty Street 

        New
York, New York 10281 

        Attention:
Lisa Pauquette, Esq. 

        Facsimile
No.: (212) 504-6666 

        Email:
        lisa.pauquette@cwt.com

         

	Boca
    Office Portfolio	 

                                                                                                                         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 

        Fax
        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 

        Fax
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 

        Fax
number: (646) 862-8988 

        with
        an electronic copy emailed to: ryan.m.oconnor@citi.com

         

        Note
A-3 

        BANK 2021-BNK32

         

        Notice
Address: 

        Wells
        Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor   





 






    
Exhibit S-3 


     


    

 


	 	




MAC D1050-084


Charlotte, North Carolina 28202


Attention: BANK 2021-BNK32 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 Fax
Number: (816) 412-9338


Attention: Commercial Mortgage Servicing
Legal Support


Reference: BANK 2021-BNK32


 


with a copy to:


K&L Gates LLP


300 South Tryon Street


Suite 1000


Charlotte, North Carolina 28202


 


Attention: Stacy G. Ackermann


Reference: BANK 2021-BNK32



         

	30
    Hudson Yards 67	 

                                                                                                                         Note
A-2 

        JPMorgan
        Chase Bank, National Association

         

        Notice
Address: 

        JPMorgan
Chase Bank, National Association 

        383
Madison Avenue, 8th Floor 

        New
York, New York 10179 

        Attention:
Kunal K. Singh 

        E
        mail: US_CMBS_Notice@jpmorgan.com

         

        and

         

        JPMorgan
Chase Bank, National Association 

        4
New York Plaza, 21st Floor 

        New
York, New York 10004-2413 

        Attention:
SPG Legal 

        Email:
        US_CMBS_Notice@jpmorgan.com

         

        with
        a copy to:

         

        Cadwalader,
Wickersham & Taft LLP 

        227
West Trade Street

Charlotte, NC 28202

Attention: David Burkholder

Facsimile No.: (704) 348-5309 








 




    
Exhibit S-4 


     


    

 


EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOANS


 


[Date]


 


[410
TENTH AVENUE:


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden

E-mail: michael_a_tilden@keybank.com


 


with
a copy to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

E-mail: kkohring@polsinelli.com]


 


[MGM
GRAND & MANDALAY BAY:


 


KeyBank
National Association 


11501
Outlook Street, Suite 300 


Overland
Park, Kansas 66211 


Attention:
Michael Tilden 


Fax
number: (877) 379-1625 


Email:
michael_a_tilden@keybank.com


 


with
copies to:


 


Polsinelli 


900
West 48th Place, Suite 900 


Kansas
City, Missouri 64112 


Attention:
Kraig Kohring 


Fax
Number: (816) 753-1536]


 


[philips
point:


 


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


 



    
Exhibit T-1 


     


    

 





Reference:
Benchmark 2021-B23


 


with
a copy to:


 


Stinson
LLP 


1201
Walnut Street, Suite 2900 


Kansas
City, Missouri 64106- 


Attention:
Kenda K. Tomes 


Fax
number: (816) 412-9338]


 


[PITTOCK
BLOCK:


 


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-B23


 


with
a copy to:


 


Stinson
LLP 


1201
Walnut Street, Suite 2900 


Kansas
City, Missouri 64106- 


Attention:
Kenda K. Tomes 


Fax
number: (816) 412-9338]


 


[JW
MARRIOTT NASHVILLE:


 


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-B23


 


with
a copy to:


 


Stinson
LLP 


1201
Walnut Street, Suite 2900 


Kansas
City, Missouri 64106- 


Attention:
Kenda K. Tomes 


Fax
number: (816) 412-9338]


 


[THE
VILLAGE AT MERIDIAN:


 



    
Exhibit T-2 


     


    

 





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-B23


 


with
a copy to:


 


Stinson
LLP 


1201
Walnut Street, Suite 2900 


Kansas
City, Missouri 64106- 


Attention:
Kenda K. Tomes 


Fax
number: (816) 412-9338]


 


[MILLENIUM
CORPORATE PARK:


 


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-B23


 


with
a copy to:


 


Stinson
LLP 


1201
Walnut Street, Suite 2900 


Kansas
City, Missouri 64106- 


Attention:
Kenda K. Tomes 


Fax
number: (816) 412-9338]


 


[711
FIFTH AVENUE:


 


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 2020-GC47 Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with
a copy to:


 



    
Exhibit T-3 


     


    

 





Wells
Fargo Bank, National Association Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28202

Attention: Commercial Mortgage

Reference: GSMS 2020-GC47


 


with
a copy to:


 


K&L
Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: GSMS 2020-GC47]


 


[WILLOUGHBY
COMMONS:


 


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 2020-B21


 


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
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24 



 


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 [410 Tenth Avenue][MGM Grand & Mandalay Bay][Phillips Point][Pittock Block][JW Marriott
Nashville][The Village at Meridian][Millenium Corporate Park][711 Fifth Avenue][Willoughby Commons] (the “Subject Whole
Loan[s]”) on the Mortgage Loan Schedule, as such term is defined under the Pooling and Servicing Agreement, dated as
of March 1, 2021 (the “2021-B24 Pooling and Servicing 



    
Exhibit T-4 


     


    

 


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 “2021-B24
Master Servicer”), Greystone Servicing Company LLC, as special servicer (the “2021-B24 Special Servicer”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and as trustee (in such capacity, the “Trustee”), and Park Bridge Lender Services 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 2021-B24 Master Servicer all amounts payable to, and forward, deliver or otherwise
make available, as the case may be, to the 2021-B24 Master Servicer all reports, statements, documents, communications, and other
information that are to be forwarded, delivered or otherwise made available to, the holder of the Subject Whole Loan[s].


 


The
Subject Whole Loan [is][is not] a Significant Obligor (as such term is defined in the 2021-B24 Pooling and Servicing Agreement)
under the 2021-B24 Pooling and Servicing Agreement.


 


Thank
you for your attention to this matter.


 


Date: _________________________


 





	 	 	Wells Fargo Bank, National Association, as Certificate
Administrator for the Holders of the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2021-B24 and the RR Interest Owners
	 	 	 
	 	By:	 	 
	 	 	[Name]
	 	 	[Title]







 




    
Exhibit T-5 


     


    

 


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 March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo
                                         Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge
                                         Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer.



 


		Date:	_________,
                                         20___



 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24

                                         

                                         Mortgage Loan (the “Mortgage Loan”) identified by loan number _____
                                         [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and
                                         Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
                                         the Mortgage Loan Schedule by the following names:____________________

                                         ____________________



 



    
Exhibit U-1 


     


    




Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 


____   a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____   a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)       The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)       The
defeasance was consummated on __________, 20__.


 


(iii)      The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)     The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)      The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 



    
Exhibit U-2 


     


    

 





(vi)     The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)    The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)       The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date, (ii) the revenues received in any month from the defeasance collateral will be applied to make
Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral
to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for
the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)       The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)       The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in


 



    
Exhibit U-3 


     


    

 


the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 


(e)       Agree
to provide copies of all items listed in Exhibit B to you upon request.


 




    
Exhibit U-4 


     


    

IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 


	 	[____________]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 







    
Exhibit U-5 


     


    

EXHIBIT
V


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of March 1, 2021 (the “Pooling and Servicing Agreement”), among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Greystone Servicing Company LLC, as special servicer, Wells Fargo Bank, National Association, as certificate
administrator and as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer.

Transaction: Benchmark 2021-B24 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2021-B24

Operating Advisor: Park Bridge Lender Services 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.



 


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 actions under the Pooling and Servicing Agreement on
the loans identified in this report. Based solely on such limited review of the items listed below, 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 an “asset-level” basis. [The Operating
Advisor believes, in its sole discretion


 





 



 


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 


     


    

 


exercised in good faith, that the Special Servicer has failed to comply with the Servicing
Standard, as a result of the following material deviations.]


 


		●	[LIST
                                         OF ANY 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 Package that is delivered or made available to the Operating
                                         Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.



 


		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 Pooling and Servicing Agreement, each Asset Status Report (after a Control
                                         Termination Event), and each Final Asset Status Report, in each case, delivered or made
                                         available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement.



 


		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 net
                                         present value calculations and Appraisal Reduction Amount calculations delivered or made
                                         available to the Operating Advisor pursuant to the terms of the Pooling and Servicing
                                         Agreement.



 


		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 on Asset Status Reports for a Specially Serviced
                                         Loan delivered or made available to the Operating Advisor pursuant to the terms of the
                                         Pooling and Servicing Agreement and with respect to Major Decisions processed by the
                                         Special Servicer.]



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. 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 calculator, 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 Appraisal Reduction Amount calculations is limited to the mathematical 



    
Exhibit V-2 


     


    

 


accuracy of the 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 or any Asset Status Report that
                                         is delivered or made available to the Operating Advisor pursuant to the terms of the
                                         Pooling and Servicing Agreement, 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 directly. As such, the Operating Advisor
                                         relied solely 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 Loan pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth in the Pooling and
                                         Servicing Agreement 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 Loan and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial 



 






    
Exhibit V-3 


     


    

 


	 	 	markets
                                         generally when performing its limited review of the Special Servicer as described above.



 


Terms
used but not defined in this report have the meaning set forth in the Pooling and Servicing Agreement.


 




    
Exhibit V-4 


     


    

EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wells
Fargo Bank, National Association 


as
Trustee


9062
Old Annapolis Road 


Columbia,
Maryland 20145-1951 


Attention:
Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust 


Email:
    trustadministrationgroup@wellsfargo.com; 


cts.cmbs.bond.admin@wellsfargo.com


 


Wells
Fargo Bank, National Association

     as Certificate Administrator 


9062
Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust 


Telecopy
Number: (410) 715-2380


 


Greystone
Servicing Company LLC 


5221
N. O’Connor Blvd., Suite 800 


Irving,
TX 75039 


Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-

Through Certificates, Series 2021-B24
                                         

                                         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 March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2021-B24 (the “Certificates”) and the RR Interest Owners regarding the replacement
of the Special Servicer. Capitalized terms used 



    
Exhibit W-1 


     


    

 


and not otherwise defined herein shall have the respective meanings ascribed to
such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that Greystone Servicing Company LLC, 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 Greystone Servicing Company LLC 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


 


Greystone
Servicing Company LLC


5221
N. O’Connor Blvd., Suite 800 


Irving,
TX 75039 


Attention:
Jenna Unell, Vice President and General Counsel of Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com


 


		Re:	Access
                                         to Certain Information Regarding Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage
                                         Pass-Through Certificates, Series 2021-B24 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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”)][Greystone Servicing Company LLC (“Greystone”)]
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][Greystone]
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 


     


    

 


Information (a) includes or may be based upon information provided to [Midland][Greystone] by third parties, (b) may not have
been verified by [Midland][Greystone], and (c) may be incomplete or contain inaccuracies. The Company agrees that [Midland][Greystone],
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][Greystone]’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][Greystone]; (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][Greystone]; (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][Greystone]’s election): (i) responses to reasonable
written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Midland][Greystone]’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][Greystone] 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][Greystone] 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][Greystone] shall cease to provide the Company with Confidential Information if
[Midland][Greystone] has actual knowledge that the Company or its Representatives are affiliates of any borrower under the Mortgage
Loan documents and [Midland][Greystone] 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][Greystone]’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 


     


    

 


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][Greystone] 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][Greystone]’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:]
	 	 	 
	 	[GREYSTONE SERVICING COMPANY LLC]
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:]







 


CONFIRMED
AND AGREED TO:


 


[COMPANY
NAME]


 





	By:	 	 
		Name:	 
	 	Title:	 




  




    
Exhibit X-4 


     


    

EXHIBIT
Y


 


FORM
CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities
Corp., the depositor into the above-referenced Trust, certify that:


 


1.       I
have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by
this report on Form 10-K, of the Benchmark 2021-B24 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, Greystone Servicing Company, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Custodian and Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor;


 


(B)
KeyBank, National Association, as Primary Servicer for the 410 Tenth Avenue Mortgage Loan, Situs Holdings, LLC, as Special Servicer
for the 410 Tenth Avenue Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator, 



    
Exhibit Y-1 


     


    

 


Custodian and Trustee
for the 410 Tenth Avenue Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the 410 Tenth Avenue Mortgage
Loan;


 


(E)
KeyBank National Association, as Primary Servicer for the MGM Grand & Mandalay Bay Mortgage Loan, Situs Holdings, LLC, as
Special Servicer for the MGM Grand & Mandalay Bay Mortgage Loan, Citibank, N.A., as Certificate Administrator and Custodian
for the MGM Grand & Mandalay Bay Mortgage Loan and Wilmington Trust, National Association, as Trustee for the MGM Grand &
Mandalay Bay Mortgage Loan;


 


(F)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Phillips Point Mortgage Loan,
CWCapital Asset Management LLC, as Special Servicer for the Phillips Point Mortgage Loan, Wilmington Trust, National Association,
as Trustee for the Phillips Point Mortgage Loan, Citibank, N.A., as Certificate Administrator and Custodian for the Phillips Point
Mortgage Loan and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer for the Phillips Point
Mortgage Loan;


 


(E)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Pittock Block Mortgage Loan,
Situs Holdings, LLC, as Special Servicer for the Pittock Block Mortgage Loan, Wilmington Trust, National Association, as trustee
for the Pittock Block Mortgage Loan, Citibank, N.A. as Certificate Administrator and Custodian for the Pittock Block Mortgage
Loan, and Park Bridge Lender Services LLC as Operating Advisor and Asset Representations Reviewer for the Pittock Block Mortgage
Loan;


 


(G)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the JW Marriott Nashville Mortgage
Loan, Situs Holdings, LLC, as Special Servicer for the JW Marriott Nashville Mortgage Loan, Wilmington Trust, National Association,
as trustee for the JW Marriott Nashville Mortgage Loan, Citibank, N.A. as Certificate Administrator and Custodian for the JW Marriott
Nashville Mortgage Loan, and Park Bridge Lender Services LLC as Operating Advisor and Asset Representations Reviewer for the JW
Marriott Nashville Mortgage Loan;


 


(H)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for The Village at Meridian Mortgage
Loan, Situs Holdings, LLC, as Special Servicer for The Village at Meridian Mortgage Loan, Wilmington Trust, National Association,
as trustee for The Village at Meridian Mortgage Loan, Citibank, N.A. as Certificate Administrator and Custodian for The Village
at Meridian Mortgage Loan, and Park Bridge Lender Services LLC as Operating Advisor and Asset Representations Reviewer for The
Village at Meridian Mortgage Loan;


 


(I)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Millenium Corporate Park Mortgage
Loan, Situs Holdings, LLC, as Special Servicer for the Millenium Corporate Park Mortgage Loan, Wilmington Trust, National Association,
as trustee for the Millenium Corporate Park Mortgage Loan, Citibank, N.A. as Certificate Administrator and Custodian for the Millenium
Corporate Park Mortgage Loan, and Park Bridge Lender Services LLC as Operating Advisor and Asset Representations Reviewer for
the Millenium Corporate Park Mortgage Loan;


 



    
Exhibit Y-2 


     


    

 





(J)
Wells Fargo Bank, National Association, as Primary Servicer for the 711 Fifth Avenue Mortgage Loan, KeyBank National Association
as Special Servicer for the 711 Fifth Avenue Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator
for the 711 Fifth Avenue Mortgage Loan, Wilmington Trust, National Association, as Trustee for the 711 Fifth Avenue Mortgage Loan,
and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer for the 711 Fifth Avenue Mortgage
Loan; and


 


(K)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer and Special Servicer for the Willoughby
Commons Mortgage Loan, Wells Fargo Bank, National Association, as trustee, certificate administrator and custodian for the Willoughby
Commons Mortgage Loan, and Park Bridge Lender Services LLC as Operating Advisor and Asset Representations Reviewer for the Willoughby
Commons 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
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company, as Special Servicer,
                                         Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
                                         and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
(collectively, with the Form 10-K, the “Reports”);


 


2.       Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under
the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports
and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian,
the master servicer, the special servicer and the operating advisor under the Pooling and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article XI of the Pooling and 



    
Exhibit Z-1-1 


     


    

 


Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as
an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form
10-K and such assessment of compliance is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed
by the Certificate Administrator under the Pooling and Servicing Agreement.


 


Dated:
____________________________


  


	 	 
	 	Name:
	 	Title:







 




    
Exhibit Z-1-2 


     


    

EXHIBIT
Z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Trustee, and Park Bridge Lender Services 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
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the
Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the
period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer
in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the 



    
Exhibit Z-3-1 


     


    

 


Special Servicer’s
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by
the Special Servicer under the Pooling and Servicing Agreement.


 


Dated:
____________________________


 





	 	 
	 	Name:
	 	Title:


  




    
Exhibit Z-3-2 


     


    

EXHIBIT
Z-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
(collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively, the
“Trustee Periodic Information”);


 


2.       Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for 



    
Exhibit Z-4-1 


     


    

 


inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee
under the Pooling and Servicing Agreement.


 


Dated:
____________________________


 





	 	 
	 	Name:
	 	Title:


  




    
Exhibit Z-4-2 


     


    

 


EXHIBIT
Z-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Operating
Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.       Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in 



    
Exhibit Z-5-1 


     


    

 


order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed
by the Operating Advisor under the Pooling and Servicing Agreement.


 


Dated:
____________________________


 





	 	 
	 	Name:
	 	Title:


  




    
Exhibit Z-5-2 


     


    

EXHIBIT
Z-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
                                         Reviewer. 



 


I,
[identity of certifying individual], hereby certify, with the knowledge and intent that this Certification will be relied upon
by the applicable Certification Parties (as defined in the Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning
the trust related to an Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted
to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K
(collectively with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively,
the “Custodian Periodic Information”);


 


2.       Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for 



    
Exhibit Z-6-1 


     


    

 


inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or
any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing
Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules
13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This
Certification is being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian
under the Pooling and Servicing Agreement.


 


Dated:
____________________________


 





	 	 
	 	Name:
	 	Title:


 




    
Exhibit Z-6-2 


     


    

EXHIBIT
Z-7


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


		Re:	Benchmark
                                         2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B24,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special
                                         Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as
                                         Trustee, and Park Bridge Lender Services 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 2021-B24 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 2021-B24 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 2021-B24 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 2021-B24 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 2021-B24 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 2021-B24 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 2021-B24 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 

	Item
                                         on Form 8-K

	Party
                                         Responsible 


	Item
                                         1.01:  Entry into a Material Definitive Agreement

 

	●    
                                         Depositor, except as described in the next bullet (it being acknowledged that Item
                                         601 of Regulation S-K requires filing of material contracts to which the registrant or
                                         a subsidiary thereof is a party).

●    
Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item
1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the
asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any
amendment or definitive agreement 




 



    Exhibit DD-1


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 

	 
	 

	that
                                         satisfies all the following conditions:  (a) such amendment or definitive agreement
                                         relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such
                                         amendment or definitive agreement is an amendment or definitive agreement to which such
                                         party (or a subcontractor or vendor engaged by such party) is a party or that such party
                                         (or a subcontractor or vendor engaged by such party) has caused to have been executed
                                         on behalf of the Trust; provided, however, that the Certificate Administrator
                                         shall be the “Party Responsible” in connection with any amendment to this
                                         Agreement.

	 
	Item
                                         1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts

	●    
                                         Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent of any contract that satisfies all the following conditions: 
                                         (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
                                         Loans, and (b) such contract is a contract to which such party (or a subcontractor or
                                         vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
                                         engaged by such party) has caused to have been executed on behalf of the Trust; provided,
                                         however, that the Certificate Administrator shall be the “Party Responsible”
                                         in connection with any amendment to this Agreement.

	 
	Item
                                         1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts

	●    
                                         Depositor, to the extent of any material agreement not covered in the prior item

	 
	Item
                                         1.03:  Bankruptcy or Receivership

	●    
                                         Depositor

	 


 



    Exhibit DD-2


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 


	Item
                                         2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation
                                         or an Obligation under an Off-Balance Sheet Arrangement

	●    
                                         Depositor

●    
Certificate Administrator


	Item
                                         3.03:  Material Modification to Rights of Security Holders

	●    
                                         Certificate Administrator


	Item
                                         5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

	●    
                                         Depositor


	Item
                                         6.01:  ABS Informational and Computational Material

	●    
                                         Depositor


	Item
                                         6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent
                                         related to a change in trustee

	●    
                                         Trustee

●    
Depositor


	Item
                                         6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent
                                         related to a change in Master Servicer or Special Servicer

	●    
                                         Certificate Administrator

●    
Master Servicer or Special Servicer, as the case may be (in each case, as to itself)


	Item
                                         6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent
                                         related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed
                                         by the particular “Party Responsible”.

	●    
                                         Master Servicer

●    
Special Servicer

●    
Certificate Administrator

●    
Depositor


	Item
                                         6.03:  Change in Credit Enhancement or External Support

	●    
                                         Depositor

●    
Certificate Administrator


	Item
                                         6.04:  Failure to Make a Required Distribution

	●    
                                         Certificate Administrator


	Item
                                         6.05:  Securities Act Updating Disclosure

	●    
                                         Depositor


	Item
                                         7.01:  Regulation FD Disclosure

	●    
                                         Depositor




 



    Exhibit DD-3


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 

	 
	Item
                                         8.01:  Other Events

	●    
                                         Depositor

	 
	Item
                                         9.01(d):  Exhibits (no. 1):

Underwriting
agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

	●    
                                         Not applicable

	 
	Item
                                         9.01(d):  Exhibits (no. 2):

Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

	●    
                                         Depositor

	 
	Item
                                         9.01(d):  Exhibits (no. 3):

Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	●    
                                         Depositor

	 
	Item
                                         9.01(d):  Exhibits (no. 4):

With
respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

	●    
                                         Certificate Administrator

provided,
in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Agreement

	 
	Item
                                         9.01(d):  Exhibits (no. 7):

Correspondence
from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit
No. 7 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable

	 
	Item
                                         9.01(d):  Exhibits (no. 14):

	●    
                                         Not Applicable

	 


 



    Exhibit DD-4


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 


	Code
                                         of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

	 


	Item
                                         9.01(d):  Exhibits (no. 16):

Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 17):

Correspondence
on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 20):

Other
documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 23):

Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

	●    
                                         Depositor


	Item
                                         9.01(d):  Exhibits (no. 24)

Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	●    
                                         Certificate Administrator


	Item
                                         15:  Exhibits (no. 99)

Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 100)

	●    
                                         Not Applicable.




 



    Exhibit DD-5


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 


	XBRL-Related
                                         Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	 




 



    Exhibit DD-6


     


    


 


EXHIBIT EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2021-B24—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 March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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
	Oakland Commons I&II	Bernard Financial Corporation d/b/a Bernard Financial Servicing Group
	Value Store It Miami	Berkadia Commercial Mortgage LLC
	Willoughby Commons	Bellwether Enterprise
	Camellia Trace	JLL Real Estate Capital, LLC
	Bristol Park	JLL Real Estate Capital, LLC
	 	 




    Exhibit FF-1


     


    


 


EXHIBIT GG 


 


SERVICING
FUNCTION PARTICIPANTS


 


		1.	KeyBank National Association






		2.	CWCapital Asset Management LLC






		3.	Situs Holdings, LLC






		4.	Citibank, N.A.



 




    Exhibit GG-1


     


    

 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Benchmark 2021-B24 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates

Series 2021-B24 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [Greystone
Servicing Company LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo
Bank, National Association, as Trustee] (the “Certifying Servicer”), certify to J.P. Morgan Chase Commercial
Mortgage Securities Corp. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon
this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


	Date:	 	



 


[MIDLAND LOAN SERVICES, A DIVISION
OF PNC 

BANK, NATIONAL ASSOCIATION, as master servicer]

[GREYSTONE SERVICING COMPANY LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee]


 


	By:	 	 
	 	Name:

Title:	 	 



 




    Exhibit HH-1


     


    

 


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: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com 


 


Ref: Benchmark 2021-B24, 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 2021-B24	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
        $

         
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark 2021-B24	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
        $

         
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	Benchmark 2021-B24	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	
        $

         
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit KK-1


     


    

 


EXHIBIT LL


 


[Reserved.]


 




    Exhibit LL-1


     


    

 


EXHIBIT MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) Benchmark 2021-B24—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 March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our attention that [will] [may] need to
be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        MM/DD/YYYY
	
        Ending Balance as of 

        MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


 



    Exhibit MM-1


     


    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [         ]; email address:  [                   ].


 


	 	[NAME OF PARTY],

as [role]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


cc: Depositor


 




    Exhibit MM-2


     


    

 


EXHIBIT NN


 


Form
of NOTICE OF PURCHASE OF CONTROLLING CLASS CERTIFICATE


 


[Date]


 


Wells Fargo Bank, National Association

as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Email: trustadministrationgroup@wellsfargo.com


 


Midland Loan Services, a Division of PNC Bank, National Association

as Master Servicer


10851 Mastin Street


Building 82, Suite 300


Overland Park, Kansas 66210


Attention: Executive Vice President – Division Head


Telecopy number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


Greystone Servicing Company LLC

as Special Servicer


5221 N. O’Connor Blvd., Suite 800


Irving, TX 75039


Attention: Jenna Unell, Vice President and General Counsel of
Special Servicing Division

Facsimile number: (972) 868-5490

E-mail: jenna.unell@greyco.com


 


Park Bridge Lender Services LLC

as Operating Advisor


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Benchmark 2021-B24—Transaction Manager

With a copy sent via email to: cmbs.notices@parkbridgefinancial.com (with Benchmark 2021-B24 in the subject line)


 



    Exhibit NN-1


     


    

 


		Re:	Benchmark 2021-B24 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2021-B24 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement dated as of March
1, 2021 (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, Greystone Servicing Company
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge
Lender Services 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 2021-B24 Mortgage Trust



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2021 (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.



 


	 	PARK BRIDGE LENDER SERVICES
LLC,

as Asset Representations Reviewer
	 	 
	 	By:	 
	 	 	Name:

Title:


 

 



1This 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 2021-B24 Mortgage Trust



 


Ladies and
Gentlemen:


 


In
accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of March 1, 2021 (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.



 


	 	PARK BRIDGE LENDER SERVICES
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


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling and Servicing Agreement, this Exhibit sets forth Asset Representations
Reviewer’s review procedures for each Subject Loan based on the information provided for an Asset Review. Capitalized terms
used herein and not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement. In the event
of any conflict between this Exhibit QQ and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall control and govern the Asset Representations Reviewer’s responsibilities and duties with respect to Asset
Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


Step
1 Asset Representations Reviewer (“ARR”) receives the following items before beginning its review:


 


		▪	CREFC® Delinquent Mortgage Loan Status Report



 


		▪	Notice of Asset Review Trigger (with attachments)



 


		▪	Notice of Asset Review Vote Election



 


		▪	Notice of Affirmative Asset Review Vote



 


		▪	Asset Review Notice



 


		▪	List of all Subject Loans



 


		▪	Review Materials for each Subject Loan via Secure Data Room access, including the Diligence File



 


		▪	Any Unsolicited Information (if applicable)



 


Step 2 For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the
Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents provided
in the definition of “Mortgage File” of this Agreement, any comparable lists included in the related Mortgage Loan
Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide its review and determination.


 


Step 3 If ARR
determines that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any
documents required to complete an Asset


 



    Exhibit QQ-1


     


    

 


Review of such Subject Loan, ARR prepares list of such missing documents and, within the time periods specified
in Section 12.01 of this Agreement, (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and
the Special Servicer (with respect to Specially Serviced Loans) of such missing documents, and request that the Master Servicer
or the Special Servicer, as the case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii)
in the event any missing documents are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR
shall request such documents from the related Mortgage Loan Seller.


 


Analysis
and Testing of Representations and Warranties


 


Step
4 For each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review of
such Subject Loan, ARR tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage
Loan Seller with respect to such Subject Loan as follows:


 


		▪	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller.



 


		▪	For each representation and warranty, ARR lists



 


		●	all
items from the Review Materials reviewed or used in its testing of such representation and warranty;




 


		●	whether
ARR has determined that there is any evidence that such representation or warranty was not true when made by the related Mortgage
Loan Seller; and




 


		○	if
so, stating the aspect of the applicable representation or warranty that does not appear to have been true when made by the related
Mortgage Loan Seller and ARR’s basis for its conclusion;




 


		○	completing
the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated herein with respect to each representation
and warranty.




 


ARR will not attempt
(and has no obligation) to determine the materiality of any potential breach of a representation or warranty that it discovers
evidence of during its review as contemplated herein.


 




    Exhibit QQ-2


     


    

 


EXHIBIT RR


 


FORM OF CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2021-B24 Mortgage Trust


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2021-B24



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement dated as of March
1, 2021 (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, Greystone Servicing Company
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge
Lender Services 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
	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2021-B24—Transaction Manager

         

        With a copy sent via email to:

         

        cmbs.notices@parkbridgefinancial.com (with Benchmark 2021-B24
        in the subject line)

         

	
        Greystone Servicing Company LLC

        5221 N. O’Connor Blvd., Suite 800

        Irving, TX 75039

        Attention: Jenna Unell, Vice President and General Counsel of
        Special Servicing Division

        Facsimile number: (972) 868-5490

        E-mail: jenna.unell@greyco.com

         
	 


		Attention:	Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2021-B24



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement dated as of March 1, 2021 (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, Greystone Servicing Company LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services 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)


 



    Exhibit SS-1


     


    

 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the Benchmark 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2021-B24 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 2021-B24 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2021-B24



 


In accordance with [Section 5.02(e)][Section 5.03(i)]
of the Pooling and Servicing Agreement, dated as of March 1, 2021 (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


     


    

 


	 	WELLS FARGO BANK, 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.	410 Tenth Avenue






		2.	MGM Grand & Mandalay Bay






		3.	Phillips Point






		4.	141 Livingston






		5.	Pittock Block






		6.	The Galleria Office Towers






		7.	U.S. Industrial Portfolio VI






		8.	Boca Office Portfolio






		9.	30 Hudson Yards 67






		10.	JW Marriott Nashville






		11.	The Village at Meridian






		12.	Millennium Corporate Park






		13.	711 Fifth Avenue






		14.	Willoughby Commons



 




    Schedule 1-1


     


    

 


SCHEDULE 2


 


CLass
A-SB Planned Principal Balance SchedulE


 


See Annex H to the Prospectus


 




    Schedule 2-1


     


    

 


SCHEDULE 3 


 


Mortgage
Loans With Escrows or Reserves EXCEEDING IN THE AGGREGATE, 10% OF THE INITIAL PRINCIPAL BALANCE OF THE MORTGAGE LOAN (OR RELATED
WHOLE LOAN, IF APPLICABLE) 


 


	Loan No.	Loan	Reserve Type	Amount
	1	410 Tenth Avenue	
        Real estate tax, insurance,

        replacement, TI/LC, gap

        rent and free rent,

        outstanding TI/LC
	$93,401,770
	11	Dawson Marketplace	Real estate tax and unfunded obligations	$6,615,634.82







 



    Schedule 3-1