Bmo 2024-5c6 Mortgage Trust - 8-K

Item
1.01- Entry into a Material Definitive Agreement

Master Servicer,
Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer, and the Trustee, only as to agreements it
is a party to or entered into on behalf of the Trust)

Certificate Administrator (other than as to agreements to which the
Depositor (and no other party to the Pooling and Servicing Agreement) is a party)

Depositor

Item
1.02- Termination of a Material Definitive Agreement

Master Servicer,
Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only as to agreements it
is a party to or entered into on behalf of the Trust)

Certificate
Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling
and Servicing

Z- 1

 

Item
on Form 8-K

Party
Responsible

Agreement) is a
party)

Depositor

Item
1.03- Bankruptcy or Receivership

Depositor

Each Mortgage Loan Seller as to itself

Each other party to the Pooling and Servicing Agreement (as to itself)

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 to Articles of Incorporation or Bylaws; Change in Fiscal Year

Depositor

Item
5.07:  Submission of Matters to a Vote of Security Holders

Certificate Administrator

Trustee

Item
6.01- ABS Informational and Computational Material

Depositor

Item
6.02- Change of Master Servicer, Special Servicer or Trustee

Master Servicer
(as to itself or a servicer retained by it)

Special Servicer
(as to itself or a servicer retained by it)

Trustee

Certificate Administrator (as to itself or a servicer retained by it)

Depositor

Item
6.03- Change in Credit Enhancement or Other External Support

Depositor

Certificate Administrator

Item
6.04- Failure to Make a Required Distribution

Certificate
Administrator

Item
6.05- Securities Act Updating Disclosure

Depositor

Item
7.01- Regulation FD Disclosure

Depositor

Item
8.01 – Other Events

Depositor

Item
9.01 – Financial Statements and Exhibits

Depositor

 

 

Z- 2

EXHIBIT AA-1

FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

 

After recording, return to:

 

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

Email: [email protected]

 

 

LIMITED POWER OF ATTORNEY TO MIDLAND LOAN SERVICES,
A DIVISION OF PNC

BANK, NATIONAL ASSOCIATION,

FROM WILMINGTON SAVINGS FUND SOCIETY, FSB,

AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF

BENCHMARK 2024-V10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES
2024-V10

 

 

KNOW ALL BY THESE PRESENTS:

 

WHEREAS,
between Citigroup Commercial Mortgage Securities Inc., as depositor (the
“ Depositor ”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “ Servicer ”),
Rialto Capital Advisors, LLC, as the general special servicer, Situs Holdings, LLC, as a special servicer solely with respect to the Bronx
Terminal Market Whole Loan, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, Citibank, N.A., as
certificate administrator, and Wilmington Savings Fund Society, FSB, as trustee (the “ Trustee ”), entered into a Pooling
and Servicing Agreement dated as of September 1, 2024 (the “ PSA ”), pertaining to a securitization trust formed for
the benefit of the registered holders of Benchmark 2024-V10 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-V10
(the “ Trust ”), and which provides in part that the Servicer shall administer and service that certain “Mortgage
Loan” (as that term is defined in the PSA) described on Annex A to this Limited Power of Attorney (such Mortgage Loan hereinafter
referred to as the “ Mortgage Loan ”) and provide services to the “Mortgagor” (as that term is defined in
the PSA) under the Mortgage Loan, for the benefit of the Trustee in accordance with the terms of the PSA and the Mortgage Loan; and

 

WHEREAS, pursuant
to the terms of the PSA, the Servicer is granted certain powers, responsibilities and authority in connection with its servicing and administration
of the Mortgage Loan subject to the terms of the PSA; and

 

WHEREAS, the
Trustee has been requested by the Servicer pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney to the Servicer
to enable the Servicer to execute and deliver, on behalf of the Trustee, certain documents and instruments related to the Mortgage Loan
thereby empowering the Servicer to take such actions as it

AA-1- 1

deems necessary to comply with its
servicing, administrative and management duties under and in accordance with the PSA.

 

NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:

 

Wilmington Savings Fund Society, FSB, a federal savings bank, 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 Servicer, by and through its designated officers, as the Trustee’s
true and lawful attorney-in-fact with respect to the Mortgage Loan and each mortgaged property and related collateral (the “Mortgaged
Property”) held by the Trustee to secure the obligations of the Mortgage Loan in its capacity as Trustee, and in the 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 Loan or otherwise, in each case in accordance with the
terms of the Mortgage Loan; (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 the Mortgage
Loan owned by the Trustee and serviced by the Servicer 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 the 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 the 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 Property, including
agreements and requests by the Mortgagors with respect to modifications of the management of the Mortgaged Property 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

AA-1- 2

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 Property 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 comparable instruments, with respect to the Mortgage Loan and the Mortgaged Property; (xii) to draw upon, replace, substitute,
release or amend any letters of credit standing as collateral under the Mortgage Loan; and (xiii) to apply amounts in the various escrow
accounts set up under the Mortgage Loan 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 Servicer as the Trustee’s attorney-in-fact
of full power and authority with respect to the Mortgage Loan 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 Servicer, the 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 Servicer by the PSA, but any and all third parties dealing with the Servicer as the Trustee's attorney-in-fact
may rely completely, unconditionally and conclusively on the Servicer’s authority and need not make inquiry about whether the 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 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 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;

 

AA-1- 3

(ii)

the transfer of servicing under the PSA from the 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 Servicer;

 

(v)

the filing of a voluntary or involuntary petition in bankruptcy by or against the Servicer;

 

(vi)

the termination of the PSA; or

 

(vii)

the termination of the Servicer.

 

Nothing herein
shall be deemed to amend or modify the PSA or the respective rights, duties or obligations of the Trustee, or the Servicer thereunder,
and nothing herein shall constitute a waiver of any rights or remedies thereunder.

 

 

[SIGNATURE ON FOLLOWING
PAGE]

AA-1- 4

 

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 _________________.

 

 

Wilmington Savings Fund Society, FSB,
not in its individual capacity, but solely as Trustee for the benefit of the registered holders of Benchmark 2024-V10 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2024-V10

By

Name

Title:

ATTEST:

Witness

STATE
OF VIRGINIA

)

)

SS.

COUNTY OF [__________]

)

On this __ day of ________________________,
before me personally appeared _________________________ to me personally known, who, being by me duly sworn, did acknowledge and say that
s/he is the _______________________ of Wilmington Savings Fund Society, FSB, a federal savings bank, and acknowledged to me that s/he
executed the foregoing instrument on behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of the registered holders
of Benchmark 2024-V10 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-V10.

 

 

Witness my hand and official seal.

Notary Public:

My commission expires

 

 

AA-1- 5

ANNEX A

Description of Mortgage Loan

Annex A- 1

EXHIBIT AA-2

FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

After recording, return to:

 

[Rialto Capital Advisors, LLC

Southeast Financial Center

200 S. Biscayne Blvd, Suite 3550

Miami, Florida 33131

Attention: Liat Heller

Fax number: (305) 229-6425

Email: [email protected]

 

with a copy to:

 

Rialto Capital Advisors, LLC,

Southeast Financial Center

200 S. Biscayne Blvd, Suite 3550

Miami, Florida 33131

Attention: Jeff Krasnoff, Niral Shah and Adam Singer

Fax number: (305) 229-6425

Email: [email protected], [email protected] and

[email protected]]

 

[Situs Holdings, LLC,

as a Special Servicer

2 Embarcadero Center, 8th Floor

San Francisco, California 94111

Attention: Stacey Ciarlanti

Email: [email protected]

[email protected]

 

with a copy to:

 

Situs Group, LLC

5065 Westheimer Road, Suite 700E

Houston, Texas 77056

Attention: Legal Department

Email: [email protected]]

 

 

LIMITED POWER OF ATTORNEY TO [RIALTO CAPITAL ADVISORS,
LLC] [SITUS HOLDINGS,

LLC], FROM WILMINGTON SAVINGS FUND SOCIETY, FSB,

AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF

BENCHMARK 2024-V10 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES
2024-V10

AA-2- 1

 

 

KNOW ALL BY THESE PRESENTS:

 

WHEREAS,
Citigroup Commercial Mortgage Securities Inc., as depositor (the “ Depositor ”), Midland Loan Services, a Division
of PNC Bank, National Association, as master servicer (the “ Servicer ”), Rialto Capital Advisors, LLC, as the general
special servicer [(the “ Special Servicer ”)], Situs Holdings, LLC, as a special servicer solely with respect to the
Bronx Terminal Market Whole Loan [(the “ Special Servicer ”)], Pentalpha Surveillance LLC, as Operating Advisor and
as Asset Representations Reviewer, Citibank, N.A., as certificate administrator, and Wilmington Savings Fund Society, FSB, as
trustee (the “ Trustee ”), entered into a Pooling and Servicing Agreement dated as of September 1, 2024 (the “ PSA ”),
pertaining to a securitization trust formed for the benefit of the registered holders of Benchmark 2024-V10 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Series 2024-V10 (the “ Trust ”), and which provides in part that the Special Servicer
shall administer and service that certain “Mortgage Loan” (as that term is defined in the PSA) described on Annex A to this
Limited Power of Attorney (such Mortgage Loan hereinafter referred to as the “ Mortgage Loan ”) and provide services
to the “Mortgagor” (as that term is defined in the PSA) under the Mortgage Loan, for the benefit of the Trustee in accordance
with the terms of the PSA and the Mortgage Loan; and

 

WHEREAS, pursuant
to the terms of the PSA, the Special Servicer is granted certain powers, responsibilities and authority in connection with its servicing
and administration of the Mortgage Loan subject to the terms of the PSA; and

 

WHEREAS, the
Trustee has been requested by the Special Servicer pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney to the
Special Servicer to enable the Special Servicer to execute and deliver, on behalf of the Trustee, certain documents and instruments related
to the Mortgage Loan thereby empowering the 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.

 

NOW, THEREFORE, KNOW ALL BY THESE PRESENTS:

 

Wilmington
Savings Fund Society, FSB, a federal savings bank, 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
[Rialto Capital Advisors, LLC, with principal corporate offices at Southeast Financial Center,
200 S. Biscayne Blvd, Suite 3550, Miami, Florida 33131] [Situs Holdings, LLC, with principal corporate offices at 2 Embarcadero Center,
8 th Floor, San Francisco, California, 94111], as Special Servicer, by and through its designated officers, as the Trustee’s
true and lawful attorney-in-fact with respect to the Mortgage Loan and each mortgaged property and related collateral (the “ Mortgaged
Property ”) held by the Trustee to secure the obligations of the Mortgage Loan 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

AA-2- 2

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, including the modification or re-recording of a Mortgage or deed of trust, where said modification
or re-recording is solely for the purpose of correcting the Mortgage or deed of trust to conform the same to the original intent of the
parties thereto or to correct title errors discovered after such title insurance was issued; provided that said modification or re-recording,
in either instance, (a) does not adversely affect the lien of the Mortgage or deed of trust as insured and (b) otherwise conforms to the
provisions of the PSA; (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, including the completion
of loan assumption agreements and transfers of interest in borrower entities; (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, including consent to any mezzanine financing; (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 Loan or otherwise, in each
case in accordance with the terms of the Mortgage Loan; (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 the Mortgage Loan owned by the Trustee and serviced by the Special Servicer for the Trustee, to create a wholly-owned
entity of the Trust for purposes of holding foreclosed property, 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 the Mortgage Loan obligation and
the collection thereof including, without limitation, the execution of any and all instruments (including all statements, notices and/or
filings) necessary or appropriate in defense of and for the collection and enforcement of the Mortgage Loan obligation in accordance with
the terms of the PSA, including in connection with guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with
respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or defense of any
litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, in each case consistent with the authority granted by the PSA; (vii) to execute and deliver any and all documents related
to the sale of a Mortgaged Property acquired through foreclosure or deed-in-lieu of foreclosure, including listing agreements, purchase
and sale agreements, grant/warranty/quit claim deeds or any other deed causing the transfer of title of the Mortgaged Property to a party
contracted to purchase the same, escrow instructions, and any other documents necessary to effect the transfer of the Mortgaged Property;
(viii) to execute and deliver documents relating to the management, operation, maintenance, repair, leasing and marketing of the Mortgaged
Property, including agreements and requests by the Mortgagors with respect to modifications of the management of the Mortgaged Property
or the replacement of managers; (ix) to exercise all rights, powers and privileges granted or provided to the holder of the Mortgage

AA-2- 3

Loan under their respective terms
including all rights of approval and consent thereunder; (x) 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; (xi) 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 Property, including the subordination of the lien
of a Mortgage or deed of trust to an easement in favor of a public utility company or a government agency or unit with powers of eminent
domain; this section shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the
execution of requests to trustees to accomplish same, to the extent such does not adversely affect the value of the Mortgaged Property;
(xii) to execute and deliver, on behalf of the Trustee, any and all instruments, including all necessary assignments in connection with
a sale, repurchase or payment in full, of satisfaction or cancellation, or of partial or full release or discharge and all other comparable
instruments, with respect to the Mortgage Loan and the Mortgaged Property; (xiii) to endorse on behalf of Trustee all checks, drafts and/or
other negotiable instruments made payable to the Trustee and to draw upon, replace, substitute, release or amend any letters of credit
standing as collateral securing the Mortgage Loan; (xiv) to modify or amend escrow agreements established for repairs to the Mortgaged
Property or reserves for replacement of personal property and to apply amounts in the various escrow accounts set up under the Mortgage
Loan pursuant to the terms provided for therein, and (xv) to execute and/or file such documents and take such other action as is proper
and necessary to defend the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation, provided that such
resolution shall not include any admission of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the
Trustee to any form of injunctive relief.

 

ARTICLE I

 

The enumeration
of particular powers hereinabove is not intended in any way to limit the grant to the Special Servicer as the Trustee’s attorney-in-fact
of full power and authority with respect to the Mortgage Loan 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 Special Servicer, the
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 Special Servicer by the PSA, but any and all third parties dealing with the Special Servicer
as the Trustee’s attorney-in-fact may rely completely, unconditionally and conclusively on the Special Servicer’s authority
and need not make inquiry about whether the 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 Special Servicer that any particular loan or property
in question and the release thereof is

AA-2- 4

subject to and included under
this power of attorney and the PSA.

 

ARTICLE II

 

Any act or thing
lawfully done by the 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 Special Servicer to another Special 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 Special Servicer;

 

(v)

the filing of a voluntary or involuntary petition in bankruptcy by or against the Special Servicer;

 

(vi)

the termination of the PSA; or

 

(vii)

the termination of the 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 Special Servicer thereunder,
and nothing herein shall constitute a waiver of any rights or remedies thereunder.

 

 

[SIGNATURE ON FOLLOWING
PAGE]

 

AA-2- 5

 

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 _________________.

Wilmington Savings Fund Society, FSB, not in its individual capacity, but solely as Trustee for the benefit of the registered holders
of Benchmark 2024-V10 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-V10

By

Name

Title:

ATTEST:

Witness

STATE
OF VIRGINIA

)

)

SS.

COUNTY OF [__________]

)

 

On this __ day of ________________________,
before me personally appeared _________________________ to me personally known, who, being by me duly sworn, did acknowledge and say that
s/he is the _______________________ of Wilmington Savings Fund Society, FSB, a federal savings bank, and acknowledged to me that s/he
executed the foregoing instrument on behalf of Wilmington Savings Fund Society, FSB, as Trustee, for the benefit of the registered holders
of Benchmark 2024-V10 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-V10.

 

 

Witness my hand and official seal.

Notary Public

My commission expires:

AA-2- 6

ANNEX A

Description of Mortgage Loan

Annex A- 1

EXHIBIT
BB

[RESERVED]

 

 

 

 

 

 

 

BB- 1

EXHIBIT CC-1

 

FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

 

Citigroup Commercial Mortgage

Securities Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Telecopy number: (646) 328-2943

E-mail: [email protected]

 

Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Telecopy number: (646) 862-8988

E-mail: [email protected]

 

Citigroup Commercial Mortgage

Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Telecopy number: (347) 394-0898

E-mail: [email protected]

 

 

 

 

Re:

Benchmark 2024-V10 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2024-V10 (the “Certificates”)

Ladies and Gentlemen:

This letter is delivered to you
in connection with the transfer by _________________ (the “ Transferor ”) to _________________ (the “ Transferee ”)
of the Excess Servicing Fee Right (as defined below) established under the Pooling and Servicing Agreement, dated as of September 1, 2024
(the “ Pooling and Servicing Agreement ”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as the General Special
Servicer, Situs Holdings, LLC, as a Special Servicer solely with respect to the Bronx Terminal Market Whole Loan, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings
Fund Society, FSB, as Trustee. 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 Depositor, that:

1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “ Excess Servicing Fee Right ”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.

CC-1- 1

2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing
Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any
offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any manner, (d) made
any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts
described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act
of 1933, as amended (the “ Securities Act ”), or would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing
Fee Right pursuant to the Securities Act or any state securities laws.

Very truly yours,

By:

Name:

Title:

CC-1- 2

EXHIBIT CC-2

FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

Midland Loan Services, a Division of

PNC Bank, National Association,

as Master Servicer

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President –

Division Head

Fax number: (888) 706-3565

Email: [email protected]

 

Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Telecopy number: (347) 394-0898

E-mail: [email protected]

 

Citigroup Commercial Mortgage

Securities Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Telecopy number: (646) 328-2943

E-mail: [email protected]

 

Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Telecopy number: (646) 862-8988

E-mail: [email protected]

 

Re:

Benchmark 2024-V10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2024-V10 (the “Certificates”)

Ladies and Gentlemen:

This letter is delivered
to you in connection with the transfer by _________________ (the “ Transferor ”) to _________________ (the “ Transferee ”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of September 1, 2024 (the “ Pooling
and Servicing Agreement ”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as the General Special Servicer, Situs Holdings,
LLC, as a Special Servicer solely with respect to the Bronx Terminal Market Whole Loan, Pentalpha Surveillance LLC, as Operating Advisor
and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund Society, FSB, as Trustee.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:

1.       The
Transferee is acquiring the right to receive Excess Servicing Fees (the “ Excess Servicing Fee Right ”) for its own account
for investment and not with a view to or for

CC-2- 1

sale or transfer in connection with any distribution
thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “ Securities Act ”),
or any applicable state securities laws.

2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate
Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold
or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state
securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor
has received a certificate from the prospective transferor substantially in the form attached as Exhibit CC-1 to the Pooling and Servicing
Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National Association and the Depositor has received a certificate
from the prospective transferee substantially in the form attached as Exhibit CC-2 to the Pooling and Servicing Agreement.

3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance
with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing
Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner, (b) solicited any
offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated with respect to the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any Person in any manner, (d) made
any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken any other action with respect to the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar security, which (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act, would render
the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities law or would
require registration or qualification of the Excess Servicing Fee Right pursuant thereto. The Transferee will not act, nor has it authorized
or will it authorize any Person to act, in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security.

5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the
Mortgage Loans, and (e) all related matters that it has requested.

CC-2- 2

6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited
investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all
of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic
risks of such investment and can afford a complete loss of such investment.

7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of
any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant to the
Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
(collectively, “ Representatives ”) not to disclose such information, in any manner whatsoever, in whole or in part,
to any other Person other than the Transferee’s auditors, legal counsel and regulators, except to the extent such disclosure is
required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure
by such Person or has become generally available to the public other than as a result of disclosure by such Person; provided, however,
that the Transferee or any of its Representatives may provide all or any part of such information to any other Person who is contemplating
an acquisition of the Excess Servicing Fee Right if, and only if, such other Person (x) confirms in writing such prospective acquisition
and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates
pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such
other Person’s auditors, legal counsel and regulators.

8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement
except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the
extent provided in the Pooling and Servicing Agreement.

Very truly yours,

By:

Name:

Title:

CC-2- 3

EXHIBIT DD

FORM OF NOTICE AND CERTIFICATION REGARDING
DEFEASANCE OF

MORTGAGE LOAN

To:

Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 553-0300

Email: [email protected]

Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635-0295

E-mail: [email protected]

 

Kroll Bond Rating Agency,
LLC

845 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: [email protected]

From:

Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Master Servicer (the
“ Master Servicer ”) under the Pooling and Servicing Agreement, dated as of September 1, 2024 (the “ Pooling
and Servicing Agreement ”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer, Rialto
Capital Advisors, LLC, as the General Special Servicer, Situs Holdings, LLC, as a Special Servicer solely with respect to the Bronx Terminal
Market Whole Loan, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate
Administrator, and Wilmington Savings Fund Society, FSB, as Trustee.

Date:

____________, 20___

Re:

Benchmark 2024-V10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-V10 Mortgage
Loan (the “ Subject Mortgage Loan ”) heretofore secured by real property known as ____________ [Include the following,
with appropriate modification, if there is pari passu or AB debt: as evidenced by that certain Promissory Note [A-[_]][A] in the amount
of $____________, which Promissory Note [A-[_]][A] is owned by the Trust, and Promissory Note [___] in the amount of $_____________, which
Promissory Note [___] is owned by ________________.]

Capitalized terms used
but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.

DD- 1

THE STATEMENTS SET FORTH
BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE SERVICING STANDARD SPECIFIED
IN THE POOLING AND SERVICING AGREEMENT (THE “ SERVICING STANDARD ”), AND (B) WITHOUT INTENDING TO WARRANT THE ACCURACY
THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER THE POOLING AND SERVICING AGREEMENT AND THE
SERVICING STANDARD.

We hereby notify you and
confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A hereto, which exceptions the Master
Servicer has determined, consistent with the Servicing Standard, will have no material adverse effect on the Subject Mortgage Loan or
the defeasance transaction:

1.                   The
Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**

____ a full defeasance
of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or

____ a partial defeasance
of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance of the Subject Mortgage
Loan ($____________).

2.                  The
defeasance was consummated on ____________, 20__.

3.                   The
defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents and
in accordance with the Servicing Standard.

[Include the following if there
is pari passu or AB debt:

4.                   In
accordance with the Loan Documents, the defeasance occurred such that:

____ Promissory Notes
[A-[__]][A] and [___] were defeased simultaneously in their entirety; or

____ Promissory Note
[___] was paid off in full.]

5.                   To
the knowledge of the Master Servicer any other debt related to the Subject Mortgage Loan (including mezzanine debt, senior secured debt,
pari passu debt or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following: [Describe debt
and holder of the debt and if it was paid off or defeased].

6.                   The
defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii) direct debt
obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage

DD- 2

Corporation, (iv) interest-only direct debt
obligations of the Resolution Funding Corporation, (v) consolidated debt obligations of the Federal Home Loan Bank or (vi) securities
covered by the Federal Deposit Insurance Corporation’s (the “ FDIC ”) Temporary Liquidity Guarantee Program (“ TLGP ”).
Based upon a written report from an independent certified accountant, such defeasance collateral consists of securities that (i) if they
include a principal obligation, the principal due at maturity cannot vary or change, (ii) provide for interest at a fixed rate and (iii)
are not callable prior to their respective maturity dates. In addition, if the defeasance collateral contains any TLGP securities, then:

●

Such securities are eligible under TLGP;

●

The master servicer (and the trustee, if it serves as the back-up advancing
agent for the transaction) has waived its right to (i) collect interest on advances made on behalf of the borrower holding TLGP securities,
and (ii) collect for expenses incurred in making demand on the FDIC;

●

If the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming
to the criteria for eligible accounts was funded with a minimum of 90 days interest on the defeasance collateral to cover potential delays
in receipt of the balloon payment;

●

The TLGP securities mature before June 30, 2012; and

●

The master servicer’s error and omissions insurance policy covers
losses to the CMBS trust caused by the master servicer’s failure to make timely demand on the FDIC’s guarantee.

7.                  
After the defeasance, the defeasance collateral will be owned by an entity (the “ Defeasance Obligor ”) that:
(i) is the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to restrictions
in its organizational documents substantially similar to those contained in the organizational documents of the original Mortgagor with
respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the originator of the Subject
Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation from Standard & Poor’s
that the organizational documents of such Defeasance Obligor conform with applicable Standard & Poor’s criteria. The Defeasance
Obligor owns no assets other than defeasance collateral and (only in the case of the original Mortgagor) real property securing one or
more Mortgage Loans included in the pool under the Pooling and Servicing Agreement (the “ Pool ”).

8.                  
If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates)
hold defeased loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the Certificates,
as of the date of the most recent Certificate Administrator’s Distribution Date Statement received by the Master Servicer (the “ Current
Report ”), except to the extent the Defeasance Obligor is of the type specified in paragraph 7(v) above or the original Loan
Documents do not limit the amount of defeased loans that it may hold.

DD- 3

9.                  
The defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s
criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution (as
defined in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).

10.              
The securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s
collection account, all scheduled payments on the Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled payments
attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in the loan documents
(the “ Scheduled Payments ”).

11.              
The Master Servicer received written confirmation from an independent certified public accountant 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 Monthly Payments including the payment in full of the Subject Mortgage Loan (or the allocated portion thereof in connection
with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) except as otherwise
disclosed in the written report from an independent certified public accountant, [and disclosed below,] the revenues received in any month
from the defeasance collateral will be applied to make Monthly Payments within four (4) months after the date of receipt, (iii) the defeasance
collateral is not callable prior to their respective maturity dates, and (iv) interest income from the defeasance collateral to the Defeasance
Obligor in any tax year will not exceed such Defeasance Obligor’s interest expense for the Subject Mortgage Loan (or the allocated
portion thereof in a partial defeasance) for such year, other than in the year in which the Maturity Date or Anticipated Repayment Date
will occur, when interest income will exceed interest expense.

12.              
The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause either
Trust REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed by the Mortgagor and the Defeasance Obligor
in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii) the Trustee will have a perfected,
first priority security interest in the defeasance collateral.

13.              
The agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii)
provide for payment from sources other than the defeasance collateral 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, (iii) permit
release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after the Subject Mortgage Loan has
been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities intermediary substantially as set
forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not permit waiver of such representations and
covenants.

14.              
At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest Mortgage
Loans by Stated Principal Balance,

DD- 4

(y) a Mortgage Loan with a Stated Principal
Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less than 5% of the Stated Principal Balance of
all Mortgage Loans.

15.              
Copies of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other
items delivered in connection with the defeasance will be provided to you upon request.

16.              
The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.

 

IN WITNESS WHEREOF, the
Master Servicer has caused this notice to be executed as of the date captioned above.

[MASTER SERVICER]

By:

Name:

Title:

DD- 5

EXHIBIT A

Exceptions

 

 

 

 

DD- 6

EXHIBIT B

Sample Perfected Security
Interest Representations

General:

1.                  
[The defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral,
Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens], and is
enforceable as such as against creditors of and purchasers from [Debtor].

Note that “Collateral”
means securities, permitted investments and other assets credited to securities accounts.

1.                  
The [Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.

2.                  
All of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities
Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets” within the meaning of the
UCC.

Creation:

1.                  
The Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).

2.                  
[Debtor] has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party]
of its interest and rights in the [Collateral] hereunder.

Perfection:

1.                  
[Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral,
Securities Account and Deposit Account] to the [Secured Party] hereunder.

2.                  
[Debtor] has delivered to[Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account
bank has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing disposition
of the funds in the [Deposit Account] without further consent by the [Debtor].

3.                  
[Debtor] has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as the
person having a security entitlement against the securities intermediary in the [Securities Account].

4.                  
To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account holder
of the [Deposit Account].

DD- 7

Priority:

1.                  
Other than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor]
has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security interest
granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien filings against
[Debtor].

2.                  
The [Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party].
The [Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit Account]
to comply with entitlement orders or instructions of any person other than the [Secured Party].

 

 

DD- 8

EXHIBIT EE

[RESERVED]

 

EXHIBIT FF-1

 

FORM OF NOTICE REGARDING OUTSIDE

SERVICED MORTGAGE LOAN(S)

(BioMed 2024 Portfolio 2)

[Date]

Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BX 2024-BIO2

Fax number: (302) 636-4140

Email: [email protected]

 

Computershare Trust Company, National

Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services– BX

2024-BIO2

 

With a copy to:

Email:

[email protected]

and

[email protected]

 

KeyBank National Association

as Servicer and Special Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden

Email: [email protected]

 

with a copy to:

 

Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: [email protected]

 

 

Re:

BX Commercial Mortgage Trust 2024-BIO2, Commercial Mortgage Pass-Through Certificates,
Series 2024-BIO2

Ladies and Gentlemen:

Reference is hereby made
to the Trust and Servicing Agreement, dated as of August 15, 2024 (the “ Lead Servicing Agreement ”), between Citigroup
Commercial Mortgage Securities

FF-1- 1

Inc., as depositor, KeyBank National Association,
as master servicer, KeyBank National Association, as special servicer, Computershare Trust Company, National Association, as certificate
administrator, and Wilmington Trust, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Lead Servicing Agreement.

The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of September 1, 2024 (the “ V10 PSA ”), between Citigroup
Commercial Mortgage Securities Inc., as depositor (the “ V10 Depositor ”), Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer (in such capacity, the “ V10 Master Servicer ”), Rialto Capital Advisors, LLC,
as the General Special Servicer (the “ V10 General Special Servicer ”), Situs Holdings, LLC, as a special servicer solely
with respect to the Bronx Terminal Market Whole Loan, the “ V10 BTM Special Servicer ”), Pentalpha Surveillance LLC,
as operating advisor (in such capacity, the “ V10 Operating Advisor ”) and as asset representations reviewer (in such
capacity, the “ V10 Asset Representations Reviewer ”), Citibank, N.A., as certificate administrator (in such capacity,
the “ V10 Certificate Administrator ”), and Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “ V10
Trustee ”), pursuant to which the Benchmark 2024-V10 Mortgage Trust (the “ V10 Trust ”) was established and
a pool of commercial mortgage loans were transferred to the V10 Trust as of September 30, 2024 (the “ Closing Date ”),
including the Companion Loans evidenced by following promissory notes (each, a “ Subject Serviced Companion Loan ”):

Promissory
Note(s) Evidencing Subject

Serviced Companion Loan(s)

Note
A-5-1

Note
A-5-3

Note
A-7-1

The undersigned hereby
notifies you that, as of the Closing Date:

1.       Wilmington
Savings Fund Society, FSB, as trustee under the V10 PSA, is the holder of the Subject Serviced Companion Loan(s). You are directed to
remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the V10 PSA, all amounts payable
to (and such remittance and wire transfer instructions shall make reference to the Loan Reference Number as specified below), and to forward,
deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the V10 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to the related noteholder with respect to each Subject Serviced Companion Loan under the Lead Servicing Agreement
and the Co-Lender Agreement, respectively. The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association,
as V10 Master Servicer, are as follows:

 

FF-1- 2

[INSERT WIRE INSTRUCTIONS PROVIDED BY MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION]

Loan Reference Number: [_]

2.       The
contact information for the V10 Trustee, the V10 Certificate Administrator, the V10 Master Servicer, the V10 General Special Servicer,
the V10 BTM Special Servicer, the V10 Operating Advisor, the V10 Asset Representations Reviewer and the V10 Depositor with respect to
the Subject Serviced Companion Loan(s) is as follows:

 

V10
Trustee:

Wilmington Savings Fund Society, FSB

500 Delaware Avenue, 11th Floor

Wilmington, DE 19801

Attention: BMARK 2024-V10

Email: [email protected]

 

V10
Certificate Administrator:

Citibank, N.A.

388 Greenwich Street Trading, 4th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - BMARK

2024-V10

Fax number: (212) 816-5527

Email: [email protected]

 

V10
Master Servicer

Midland Loan Services, a Division of
PNC Bank,

National Association,

as Master Servicer

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President
– Division

Head

Fax number: (888) 706-3565

Email: [email protected]

 

with a copy to:

 

Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338

 

and with respect to e-mail pursuant
to Section

12.06 and Section 12.13 of the V10 PSA, to:

[email protected]

FF-1- 3

 

V10
General Special Servicer:

Rialto Capital
Advisors, LLC

Southeast Financial Center

200 S. Biscayne Blvd, Suite 3550

Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff,
Niral Shah

and Adam Singer

Fax number: (305) 229-6425

Email: [email protected]

 

with copies sent contemporaneously via
email to

[email protected],

[email protected] and

[email protected]

 

V10
BTM Special Servicer:

Situs Holdings, LLC,

as a Special Servicer

2 Embarcadero Center, 8th Floor

San Francisco, California 94111

Attention: Stacey Ciarlanti

Email: [email protected]

[email protected]

 

with a copy to:

 

Situs Group, LLC

5065 Westheimer Road, Suite 700E

Houston, Texas 77056

Attention: Legal Department

Email: [email protected]

V10
Operating Advisor and V10

Asset Representations Reviewer:

Pentalpha Surveillance LLC

as Operating Advisor and as Asset

Representations Reviewer

501 John James Audubon Parkway, Suite 401

Amherst, New York 14228

Attention: BMARK 2024-V10— Transaction

Manager

 

with a copy sent contemporaneously via
email to:

[email protected] (with

BMARK 2024-V10 in the subject line)

V10
Depositor

Citigroup Commercial Mortgage Securities
Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

FF-1- 4

Attention:
Richard Simpson

Fax number: (646) 328-2943

 

with a copy to:

 

Citigroup Commercial Mortgage Securities
Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898

 

with a copy to:

 

Citigroup Commercial Mortgage Securities
Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988

 

with electronic copies e-mailed to:

 

Richard Simpson at [email protected]

and

Ryan M. O’Connor at [email protected]

 

 

3.       The
V10 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

 

4.       Enclosed
herewith is a copy of an executed version of the V10 PSA.

 

5.       As
of the date hereof, the Controlling Class Representative (as defined in the V10 PSA) under the V10 PSA is RREF V - D AIV RR H, LLC.

Very truly yours,

By:

Name:

Title:

FF-1- 5

EXHIBIT FF-2

 

FORM OF NOTICE REGARDING OUTSIDE

SERVICED MORTGAGE LOAN(S)

(Stonebriar Centre)

[Date]

Computershare Trust Company, National

Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BMARK

2024-V9

 

with a copy to:

[email protected],

and to

[email protected]

 

Computershare
Trust Company, National

Association

1055 10th Avenue, Southeast

Minneapolis, Minnesota 55414

Attention: Document Custody Group – BMARK

2024-V9

with a copy to:

[email protected]

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

Email: [email protected]

with a copy to:

Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: [email protected]

 

3650 Real Estate Investment Trust 2
LLC

2977 McFarlane Road, Suite 300

Miami, Florida 33133

Attention: General Counsel

E-mail: [email protected]

 

 

 

Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Benchmark 2024-V9-Surveillance

Manager (with a copy sent

contemporaneously via email

to  [email protected] )

Re:

Benchmark 2024-V9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, 2024-V9

Ladies and Gentlemen:

FF-2- 1

Reference is hereby made
to the Pooling and Servicing Agreement, dated as of August 1, 2024 (the “ Lead Servicing Agreement ”), between GS Mortgage
Securities Corporation II, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, 3650
REIT Loan Servicing LLC, as special servicer, Computershare Trust Company, 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 Lead Servicing Agreement.

The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of September 1, 2024 (the “ V10 PSA ”), between Citigroup
Commercial Mortgage Securities Inc., as depositor (the “ V10 Depositor ”), Midland Loan Services, a Division of PNC Bank,
National Association, as master servicer (in such capacity, the “ V10 Master Servicer ”), Rialto Capital Advisors, LLC,
as the General Special Servicer (the “ V10 General Special Servicer ”), Situs Holdings, LLC, as a special servicer solely
with respect to the Bronx Terminal Market Whole Loan, the “ V10 BTM Special Servicer ”), Pentalpha Surveillance LLC,
as operating advisor (in such capacity, the “ V10 Operating Advisor ”) and as asset representations reviewer (in such
capacity, the “ V10 Asset Representations Reviewer ”), Citibank, N.A., as certificate administrator (in such capacity,
the “ V10 Certificate Administrator ”), and Wilmington Savings Fund Society, FSB, as trustee (in such capacity, the “ V10
Trustee ”), pursuant to which the Benchmark 2024-V10 Mortgage Trust (the “ V10 Trust ”) was established and
a pool of commercial mortgage loans were transferred to the V10 Trust as of September 30, 2024 (the “ Closing Date ”),
including the following mortgage loan(s) serviced under the Lead Servicing Agreement (each, a “ Subject Serviced Companion Loan ”):

Name
of Mortgage Loan as identified on

Mortgage Loan Schedule

Promissory
Note(s) Evidencing Subject

Serviced Companion Loan(s)

Stonebriar
Centre

Note
A-1-3

The undersigned hereby
notifies you that, as of the Closing Date:

1.       Wilmington
Savings Fund Society, FSB, as trustee under the V10 PSA, is the holder of the Subject Serviced Companion Loan(s). You are directed to
remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the V10 PSA, all amounts payable
to (and such remittance and wire transfer instructions shall make reference to the Loan Reference Number as specified below), and to forward,
deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the V10 PSA, all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to the related noteholder with respect to each Subject Serviced Companion Loan under the Lead Servicing Agreement
and the related Co-Lender Agreement, respectively. The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association,
as V10 Master Servicer, are as follows:

 

[INSERT WIRE INSTRUCTIONS PROVIDED BY MIDLAND LOAN SERVICES,
A DIVISION OF PNC BANK, NATIONAL ASSOCIATION]

FF-2- 2

Loan Reference Number: [_]

2.       The
contact information for the V10 Trustee, the V10 Certificate Administrator, the V10 Master Servicer, the V10 General Special Servicer,
the V10 BTM Special Servicer, the V10 Operating Advisor, the V10 Asset Representations Reviewer and the V10 Depositor with respect to
the Subject Serviced Companion Loan(s) is as follows:

 

V10
Trustee:

Wilmington Savings Fund Society, FSB

500 Delaware Avenue, 11th Floor

Wilmington, DE 19801

Attention: BMARK 2024-V10

Email: [email protected]

 

V10
Certificate Administrator:

Citibank, N.A.

388 Greenwich Street Trading, 4th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - BMARK

2024-V10

Fax number: (212) 816-5527

Email: [email protected]

 

V10
Master Servicer

Midland Loan Services, a Division of
PNC Bank,

National Association,

as Master Servicer

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President
– Division Head

Fax number: (888) 706-3565

Email: [email protected]

 

with a copy to:

 

Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338

 

and with respect to e-mail pursuant
to Section

12.06 and Section 12.13 of the V10 PSA, to:

[email protected]

FF-2- 3

V10
General Special Servicer:

Rialto Capital
Advisors, LLC

Southeast Financial Center

200 S. Biscayne Blvd, Suite 3550

Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff,
Niral Shah

and Adam Singer

Fax number: (305) 229-6425

Email: [email protected]

 

with copies sent contemporaneously via
email to

[email protected],

[email protected] and

[email protected]

 

V10
BTM Special Servicer:

Situs Holdings, LLC,

as a Special Servicer

2 Embarcadero Center, 8th Floor

San Francisco, California 94111

Attention: Stacey Ciarlanti

Email: [email protected]

[email protected]

 

with a copy to:

 

Situs Group, LLC

5065 Westheimer Road, Suite 700E

Houston, Texas 77056

Attention: Legal Department

Email: [email protected]

V10
Operating Advisor and V10

Asset Representations Reviewer:

Pentalpha Surveillance LLC

as Operating Advisor and as Asset

Representations Reviewer

501 John James Audubon Parkway, Suite 401

Amherst, New York 14228

Attention: BMARK 2024-V10— Transaction

Manager

 

with a copy sent contemporaneously via
email to:

[email protected] (with

BMARK 2024-V10 in the subject line)

V10
Depositor

Citigroup Commercial Mortgage Securities
Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

FF-2- 4

Attention:
Richard Simpson

Fax number: (646) 328-2943

 

with a copy to:

 

Citigroup Commercial Mortgage Securities
Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898

 

with a copy to:

 

Citigroup Commercial Mortgage Securities
Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988

 

with electronic copies e-mailed to:

 

Richard Simpson at [email protected]

and

Ryan M. O’Connor at [email protected]

 

 

3.       The
V10 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

 

4.       Enclosed
herewith is a copy of an executed version of the V10 PSA.

 

5.       As
of the date hereof, the Controlling Class Representative (as defined in the V10 PSA) under the V10 PSA is RREF V - D AIV RR H, LLC.

Very truly yours,

By:

Name:

Title:

FF-2- 5

EXHIBIT GG

 

Serviced Loans With Holdback Amounts, Escrow
Accounts, Reserve Accounts or Letters of Credit Held as Performance or “Earn-Out” Holdbacks, Escrows or Reserves that Exceed
in the Aggregate, 10% of the Initial Principal Balance of the related Serviced Loan

Loan
No.

Mortgage
Loan

Reserve
Type

Amount

13

LocalStorage
Seven

Property Portfolio

Earnout
Reserve

$2,500,000

 

GG- 1

EXHIBIT HH

FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER 1

To: [Addresses of Recipients]

 

 

Re:

Benchmark 2024-V10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-V10

 

Ladies and Gentlemen:

 

In accordance with Section 11.01
of the Pooling and Servicing Agreement, dated as of September 1, 2024 (the “ Pooling and Servicing Agreement ”), the
undersigned, as asset representations reviewer (the “ Asset Representations Reviewer ”), has performed an Asset
Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following Asset Review Report.

 

 

1.

We have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.  

 

 

2.

A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.

 

 

3.

 

 

 

4.

The Asset Representations Reviewer, 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.

 

Capitalized words and phrases used herein shall have
the respective meanings assigned to them in the Pooling and Servicing Agreement.

 

 

 

 

PENTALPHA SURVEILLANCE LLC , as Asset

Representations Reviewer

By:

Name:

Title:

   1 This report
is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content
of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions
relating to Privileged Information.

 

HH- 1

Exhibit A

 

Detailed Scorecard

[Template Example Below]

 

Test failures

 

Loan
#

Loan
Name

Mortgage
Loan Seller

R&W

#

R&W
Name

Test
Description

Findings

[Insert
Loan Number]

[Insert
Loan Name]

[Insert Mortgage Loan Seller]

[Insert
number of representation and warranty as set forth in Exhibit B to the related Mortgage Loan Purchase Agreement]

[Insert
title of representation and warranty as set forth in Exhibit B to the related Mortgage Loan Purchase Agreement]

[Insert Test Description]

 

[Insert Test findings]

 

 

HH- 2

EXHIBIT II

FORM OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER 1

 

To: [Addresses of Recipients]

 

 

Re:

Benchmark 2024-V10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-V10

 

Ladies and Gentlemen:

 

In accordance with Section 11.01
of the Pooling and Servicing Agreement, dated as of September 1, 2024 (the “ Pooling and Servicing Agreement ”), the
undersigned, as asset representations reviewer (the “ ARR ”), has performed an Asset Review on each Delinquent Loan
identified by the Certificate Administrator, and is hereby issuing the following Asset Review Report Summary.

 

 

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 Pooling and Servicing Agreement.

 

PENTALPHA SURVEILLANCE LLC , as Asset

Representations Reviewer

By:

Name:

Title:

1 This report is an indicative
report, and the Asset Representations Reviewer will have the ability to modify or alter the organization and content of this report,
subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation, provisions relating to Privileged
Information. 

  

 

 

II- 1

Exhibit A

 

Summary Scorecard

[Template Example Below]

 

 

Test failures

 

Loan
#

Loan
Name

R&W
#

R&W
Name

Test
#

Test
Description

Findings

[Insert
Loan Number]

[Insert
Loan Name]

 

[Insert
R&W heading]

 

[Insert
Test Description]

[Insert
Test findings]

 

[Insert
R&W heading]

 

II- 2

EXHIBIT JJ-1

CREFI AND GACC ASSET REVIEW PROCEDURES

Pursuant to the terms and subject to the conditions set forth in the Pooling and Servicing Agreement (“ PSA ”),
the Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the related
Mortgage Loan Seller only with respect to each Delinquent Loan in accordance with the procedures set forth below (each such procedure,
a “ Test ”); provided , however , the Asset Representations Reviewer may, but is under no obligation to,
modify any Test and/or associated Review Materials described in this Exhibit JJ-1 if, and only to the extent, the Asset Representations
Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials
in order to facilitate its Asset Review in accordance with the Asset Review Standard. Capitalized terms used herein but not defined herein
have the meaning set forth in the PSA or, solely with respect to a representation and warranty, the meaning set forth in the related mortgage
loan purchase agreement where Citi Real Estate Funding Inc. or German American Capital Corporation is the Seller (the “ Mortgage
Loan Purchase Agreement ”). For the avoidance of doubt, in connection with the performance of the following Tests:

(A)

With respect to any representation and warranty that includes a knowledge qualifier ( e.g. , to the
Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review
beyond that set forth in the applicable Test related to such representation and warranty;

(B)

With respect to any representation and warranty that includes the examination of an insurance policy or
Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable
policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.

(C)

The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal
review or legal conclusion;

(D)

Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;

(E)

Unless otherwise provided in the Test, if there is more than one version of the same document with respect
to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is
the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;

(F)

With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer
shall take into account any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement with respect
to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such

Exhibit JJ-1- 1

Test if the sole reason for not satisfying
the applicable Test is caused by such exception(s);

(G)

Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations
Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation
included in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and

(H)

A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.

The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit JJ-1 , and will not be obligated to perform additional
procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could produce a different outcome. Notwithstanding
the required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials
specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under
no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations
Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in
addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a
Test pass.

 

Representations
and Warranties

 

Test

Review

Materials

1. Whole Loan; Ownership of Mortgage Loans . Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan.  Each Mortgage Loan that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note.  At the time of the sale, transfer and assignment to the Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Outside Serviced Mortgage Loan, to the trustee for the related Other Securitization Trust), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges,

1a

Review the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule.  If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a Test pass.

Mortgage; Mortgage Note; Loan agreement related to the Mortgage Loan (“ Loan Agreement ”); Mortgage Loan guaranty; Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “ Mortgage Loan Documents ”);

Exhibit JJ-1- 2

Representations
and Warranties

 

Test

Review

Materials

pledges,
encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment
or similar agreement.  The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage
Loan, and the assignment to the Purchaser constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any
and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

Mortgage
Loan Schedule.

1b

Review any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan (collectively, the “ MS Servicer Notices ”) for notation of any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Outside Serviced Mortgage Loan, to the trustee for the related Other Securitization Trust for the Other Securitization), participation or pledge, or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will be a Test pass.

MS Servicer Notices

1c

Review the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.

MS Servicer Notices

1d

Review the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the Purchaser not constituting a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.

MS Servicer Notices

2. Loan Document Status . Each related Mortgage Note,
Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of

2a

Review the opinion of Mortgagor’s counsel (“ Mortgagor’s Counsel Opinion ”) for an indication that it contains language that the related

Mortgagor’s Counsel Opinion

Exhibit JJ-1- 3

Representations
and Warranties

 

Test

Review

Materials

the related Mortgagor, guarantor or other obligor in connection
with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject
to any non-recourse provisions contained in any of the foregoing agreements and any applicable state antideficiency or market value
limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may
be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement
of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in
a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions
requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be,
further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i)
above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with
the mortgagee’s realization of the principal benefits and/or security provided thereby ( clauses (i) and (ii) collectively,
the “ Standard Qualifications ”).

Except as set forth in the immediately preceding sentences, there
is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related
Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right
based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee
the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.

Mortgage
Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related
Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related
Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable
state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms,
except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.

2b

Review the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.

MS Servicer Notices

3. Mortgage Provisions . The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the

3

Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan

Mortgage Loan Documents; M Mortgagor’s

Exhibit JJ-1- 4

Representations
and Warranties

 

Test

Review

Materials

holder
thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be
provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth
in the Standard Qualifications.

Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.

Counsel Opinion

4. Mortgage Status; Waivers and Modifications . Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a)(1) there has been no forbearance, waiver or modification of the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID-19 emergency, (2) as of September 5, 2024, to the knowledge of the Mortgage Loan Seller, there has been no request for a forbearance, waiver or modification of the material terms of the Mortgage Loan, which such request relates to the COVID-19 emergency and (3) other than as related to the COVID-19 emergency, the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the related Mortgage File, there have been no modifications, amendments or waivers that could be reasonably expected to have a

4a

Review the Mortgage Loan Documents and MS Servicer Notices for a notation or other indication of any claim or assertion that, since origination through the Closing Date, that there has been any forbearance, waiver or modification of the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID-19 emergency, except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such notation or other indication is found, it will be a Test pass.

Mortgage Loan Documents; MS Servicer Notices

4b

Review the Mortgage Loan Documents and MS Server Notices for a notation or other indication of any claim or assertion that, as of the Cut-Off Date, except for written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents, the Mortgage Loan Seller had knowledge of a written request from the related Mortgagor for a forbearance, waiver or modification of the material terms of the Mortgage Loan, which such request relating to the COVID-19 emergency. If no such notation or other indication is found, it will be a Test Pass.

 

4c

Review the MS Servicer Notices and Mortgage Loan Documents for an indication that, other than as related to the COVID-19 emergency, the material terms of such documents have been

 

Exhibit JJ-1- 5

Representations
and Warranties

 

Test

Review

Materials

material
adverse effect on such Mortgage Loan that have been consented to by the Mortgage Loan Seller on or after September 5, 2024.

waived,
impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially interferes with the
security intended to be provided by such Mortgage, except by written instruments set forth in the related Mortgage File or as otherwise
provided in the related Mortgage Loan Documents.  If no such indication is found, it will be a Test pass.

4d

Review
the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has
been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided
by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth
in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it
will be a Test pass.

MS
Servicer Notices; Mortgage Loan Documents

4e

Review
the MS Servicer Notices and Mortgage Loan Documents for notation that neither the Mortgagor nor the guarantor has been released from
its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage File or as otherwise
provided in the related Mortgage Loan Documents. If no such notation is found, it will be a Test pass.

MS
Servicer Notices; Mortgage Loan Documents

 

4f

Review the MS Servicer Notices and Mortgage Loan Documents for an indication that there have been any modifications, amendments or waivers that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-Off Date, except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan

 

Exhibit JJ-1- 6

Representations
and Warranties

 

Test

Review

Materials

Documents.
If no such indication is found, it will be a Test pass.

5.
Lien; Valid Assignment .   Subject to the Standard Qualifications, each assignment of Mortgage and assignment
of Assignment of Leases to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee) constitutes
a legal, valid and binding assignment to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee).  Each
related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.  Each related
Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee or leasehold interest in the Mortgaged Property
in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and
the exceptions to representation and warranty 6 set forth on  Exhibit C of the Mortgage Loan Purchase Agreement (each such
exception, a “ Title Exception ”)), except as the enforcement thereof may be limited by the Standard Qualifications.  Such
Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off
Date, to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s
liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related
Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured
against by a lender’s title insurance policy (as described below), and, to the Mortgage Loan Seller’s knowledge and subject
to the rights of tenants (as tenants only)(subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist
which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage,
except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below).  Notwithstanding

5a

Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage or Assignment of Leases to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee) not constituting a legal, valid and binding assignment to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee), subject to the Standard Qualifications. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

5b

Review the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found, it will be a Test pass.

Mortgage; Assignment of Leases

5c

Review the Title Policy (as defined in representation and warranty 6) to determine if the related Mortgage is a first lien on the related Mortgagor’s fee (or with respect to those Mortgage Loans described in representation and warranty 34 hereof, leasehold) interest in the Mortgaged Property.  Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made, it will be a Test pass.

Title Policy; Mortgage; Mortgage Loan Schedule

5d

Review the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than Permitted

Title Policy

Exhibit JJ-1- 7

Representations
and Warranties

 

Test

Review

Materials

anything
in the Mortgage Loan Purchase Agreement to the contrary, no representation is made as to the perfection of any security interest
in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform
Commercial Code (“ UCC ”) financing statements is required in order to effect such perfection.

Encumbrances,
Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined,
it will be a Test pass.

5e

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan
Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s
liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the
related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions
and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication
is not found, it will be a Test pass.

MS
Servicer Notices

5f

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there
are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan),
except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the a lender’s title
insurance policy. If such a notation or other indication is not found, it will be a Test pass.

MS
Servicer Notices

5g

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal,
valid and enforceable first lien on the related Mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold),

MS
Servicer Notices

Exhibit JJ-1- 8

Representations
and Warranties

 

Test

Review

Materials

interest
in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such
a notation or other indication is not found, it will be a Test pass.

6.
Permitted Liens; Title Insurance .  Each Mortgaged Property securing a Mortgage Loan is covered by an American Land
Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions
or a “marked up” commitment, in each case binding on the title insurer)(the “ Title Policy ”) in the original
principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least
the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances
held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority
lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which
lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and
payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the
exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are
commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged
Property and condominium declarations; and (f) if the related Mortgage Loan is cross-collateralized and cross-defaulted with another
Mortgage Loan (each, a “ Crossed Mortgage Loan ”), the lien of the Mortgage for such other Mortgage Loan that is cross-collateralized
and cross-defaulted with such Crossed Mortgage Loan, provided that none of which items (a) through (f),

6a

Review the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.

Title Policy; Mortgage Loan Documents

6b

Review the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation and warranty 6. If so determined, it will be a Test pass.

Title Policy

6c

Review the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If not so determined, it will be a Test pass.

Title Policy

6d

Review the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect as of the Closing Date, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test pass.

Title Policy; MS Servicer Notices

Exhibit JJ-1- 9

Representations
and Warranties

 

Test

Review

Materials

individually
or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or the Mortgagor's ability to pay its obligations when they become due (collectively, the
“ Permitted Encumbrances ”).  Except as contemplated by clause (f) of the preceding
sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the
related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no
claims have been paid thereunder.  Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge,
any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such
Title Policy.

6e

Review
the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage Loan,
has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication
is not found, it will be a Test pass.

MS
Servicer Notices

7.
Junior Liens . It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages
or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Mortgage Loan Seller’s knowledge,
as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged
Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens
(which are the subject of the representation in representation and warranty 5 above), and equipment and other personal property financing).  Except
as set forth in Schedule B-1 to the Mortgage Loan Purchase Agreement, the Seller has no knowledge of any mezzanine debt secured directly
by interests in the related Mortgagor.

7a

Review
the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property, except
for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.

Title
Policy

7b

Review
the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior mortgage liens
securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances and the Title Exceptions,
taxes and assessments, mechanics’ and materialmen’s liens and equipment and other personal property financing. If so
determined, it will be a Test pass.

Title
Policy

7c

Review
the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule B-1 to the Mortgage Loan Purchase
Agreement, the Mortgage Loan Seller had knowledge of: (1) any mezzanine debt secured directly by interests in the related Mortgagor
or (2) any

MS
Servicer Notices; Mortgage Loan Purchase Agreement

Exhibit JJ-1- 10

Representations
and Warranties

 

Test

Review

Materials

 

subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens If such a notation or other indication is not found, it will be a Test pass.

8. Assignment of Leases, Rents and Profits . There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases constituting security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications.  The related Mortgage or related Assignment of Leases subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.

8a

Review the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) is in the Mortgage File. If so determined, it will be a Test pass.

Mortgage File; Assignment of Leases, Rents and Profits

8b

Review the Title Policy to determine if, subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases constituting security for the entire Whole Loan) the Mortgage, or any related Assignment of Leases has been recorded, and creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. If so determined with respect to each part of this Test, it will be a Test pass.

Title Policy; Mortgage; Assignment of Leases, Rents and Profits

8c

Review
the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related
Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an event of default under the Mortgage Loan,
a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect
the rents or for

Assignment
of Leases, Rents and Profits; Mortgage

Exhibit JJ-1- 11

Representations
and Warranties

 

Test

Review

Materials

 

rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.

9. UCC Filings .  If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be.  Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above.  No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.

9

If the related Mortgaged Property is operated as a hospitality property, review the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

10. Condition of Property . The Mortgage Loan Seller or the
originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of
the Mortgage Loan and within twelve months of the Cut-off Date.

An engineering report or property condition assessment was prepared
in connection with the origination of each Mortgage Loan no

10a

Review the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months of the origination date. If so determined, it will be a Test pass.

Engineering report; Property condition assessment

10b

Review the engineering report or property condition assessment in the Mortgage File to determine if it was

Engineering report; Property condition

Exhibit JJ-1- 12

Representations
and Warranties

 

Test

Review

Materials

more
than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily
performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property
was free and clear of any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000
to repair, (ii) any deferred maintenance for which escrows were established at origination and (iii) any damage fully
covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the
Mortgage Loan.

dated
no more than twelve months prior to the Cut-off Date.  Review the engineering report or property condition assessment
to confirm that each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test,
it will be a Test pass.

assessment

10c

Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed in sub-clauses (i), (ii) and (iii) of this representation and warranty 10. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

11. Taxes and Assessments . All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

11

Review the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have come delinquent in respect of the Mortgaged Property have not been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

12.
Condemnation . As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there
is no

12

Review
the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for

MS
Servicer Notices

Exhibit JJ-1- 13

Representations
and Warranties

 

Test

Review

Materials

proceeding
pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding
threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value,
use or operation of the Mortgaged Property.

the total or partial condemnation of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Cut-off Date and as of the origination date of any such proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.

13. Actions Concerning Mortgage Loan . As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Loan Documents or (f) the current principal use of the Mortgaged Property.

13a

Review the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor's interest in the Mortgaged Property that existed on the origination date. If such an indication is not found, it will be a Test pass.

Mortgage Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices

13b

Review the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 13. If any such adverse outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 13, it will be a Test pass.

MS Servicer Notices

14. Escrow Deposits . All escrow deposits and payments required to be escrowed with the lender pursuant to each Mortgage Loan are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under the related Loan Documents are being conveyed by the Mortgage Loan Seller

14a

Review the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed with the lender pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

14b

Review the MS Servicer Notices to determine if all escrows and deposits

MS Servicer Notices

Exhibit JJ-1- 14

Representations
and Warranties

 

Test

Review

Materials

to
the Purchaser or its servicer (or, with respect to any Outside Serviced Mortgage Loan, to the depositor or servicer for the related
Other Securitization Trust).

required
pursuant to the Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Purchaser or its servicer (or, with respect to
any Outside Serviced Mortgage Loan, to the related depositor or servicer). If so determined, it will be a Test pass.

15. No Holdbacks . The Stated Principal Balance as of the Cut-off Date of the Mortgage Loan set forth on the mortgage loan schedule attached as Exhibit A to the related Mortgage Loan Purchase Agreement has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).

15a

Review the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.

Mortgage Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement

15b

Review the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be a Test pass.

Mortgage Loan Documents

16.
Insurance . Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property
insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or
“all risk form” that includes replacement cost valuation issued by an insurer or insurers meeting the requirements of
the related Loan Documents and having a claims-paying or financial strength rating meeting the Insurance Rating Requirements (as
defined below), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance
of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings,
fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical

16a

Review
the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy
providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
form” that includes replacement cost valuation issued by an insurer or insurers meeting the requirements of the related Mortgage
Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser of
(1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

Exhibit JJ-1- 15

Representations
and Warranties

 

Test

Review

Materials

depreciation), but, in any event, not less than the amount
necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related
Mortgaged Property.

“Insurance Rating Requirements” means either (i) a claims
paying or financial strength rating of any of the following; (a) at least “A-:VIII” from A.M. Best Company, (b) at least “A3”
(or the equivalent) from Moody’s Investors Service, Inc. or (c) at least “A-” from S&P Global Ratings or (ii) the
Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate
of insurers, as to which (1) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers that
meet the Insurance Rating Requirements (under clause (i) of the definition of such term) and up to 40% of the coverage is provided by
insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings or at least “Baa3”
by Moody’s Investors Service, Inc., and (2) if such syndicate consists of 4 or fewer members, at least 75% of the coverage is provided
by insurers that meet the Insurance Rating Requirements (under clause (i) of the definition of such term) and up to 25% of the coverage
is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings
or at least “Baa3” by Moody’s Investors Service, Inc.

Each related Mortgaged Property is also covered, and required to
be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which (subject to a customary deductible)
covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million
or more, 18 months).

If any material part of the improvements, exclusive of a parking
lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having

basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.

16b

Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 16a above. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

16c

Review the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.

Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16d

Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 16c above. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

16e

Review the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains

Mortgage Loan Documents; Survey; Insurance Summary Report

Exhibit JJ-1- 16

Representations
and Warranties

 

Test

Review

Materials

special
flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount
available under the National Flood Insurance Program, plus such additional excess flood coverage
in an amount as is generally required by the Mortgage Loan Seller originating mortgage loans
for securitization.

If the Mortgaged Property is located
within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related
Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by
an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100%
of the full insurable value on a replacement cost basis of the improvements and personalty and fixtures owned by the Mortgagor and included
in the related Mortgaged Property by an insurer or insurers meeting the Insurance Rating Requirements.

The Mortgaged Property is covered,
and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer
or insurers meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury
(including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization,
and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant
has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and
seismic condition of such property, for the sole purpose of assessing either the scenario expected limit (“ SEL ”) or
the probable maximum loss (“ PML ”) for the Mortgaged Property in the event of an earthquake. In

insurance
in the maximum amount available under the National Flood Insurance Program plus such additional excess flood coverage in an amount
as is generally required by the Mortgage Loan Seller originating mortgage loans for securitization. If so determined, it will be
a Test pass.

16f

If
the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South
Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm
related perils and/or “named storms” or endorsement covering damage from windstorm and/or windstorm related perils and/or
named storms in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100% of the
full insurable value on a replacement cost basis of the improvements, and personalty and fixtures owned by the Mortgagor and included
in the related Mortgaged Property by an insurer or insurers meeting the Insurance Rating Requirements. If so determined with respect
to each part of this Test, it will be a Test pass.

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16g

Review
the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review
the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered,
and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued
by an insurer or insurers meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and
personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
Mortgage Loan Documents

Exhibit JJ-1- 17

Representations
and Warranties

 

Test

Review

Materials

such
instance, the SEL or PML, as applicable, was based on a 475-year return period, an exposure
period of 50 years and a 10% probability of exceedance. If the resulting report concluded
that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs
of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer
or insurers meeting the Insurance Rating Requirements (provided that for this purpose (only),
the A.M. Best Company minimum rating referred to in the definition of Insurance Rating
Requirements will be deemed to be at least “A:VIII”) in an amount not less than
100% of the SEL or PML, as applicable.

The Loan Documents require insurance
proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged
Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan (or
Whole Loan, if applicable), the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair
or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan (or Whole Loan, if
applicable) together with any accrued interest thereon.

All premiums on all insurance policies referred
to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage
Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance
policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee (or, in the case of a Mortgage
Loan that is an Outside Serviced Mortgage Loan, the applicable Other Trustee). Each related Mortgage Loan obligates the related Mortgagor
to maintain, or cause to be maintained, all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to
maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance
policies (other

for
loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If
so determined, it will be a Test pass.

16h

Review
the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the
seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the sole purpose
of assessing either the scenario expected limit (“ SEL ”) or the probable maximum loss (“ PML ”)
for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years and
a 10% probability of exceedance. If so determined, it will be a Test pass.

Property
condition assessment; Seismic engineering study

16i

Review
the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement
costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so
determined, determine if the insurer or insurers meet the Insurance Rating Requirements (provided that for this purpose (only), the
A.M. Best Company minimum rating referred to in the definition of Insurance Rating Requirements will be deemed to be at least
“A:VIII”). The insurance amount should be not less than 100% of the SEL or the PML, as applicable. If so determined with
respect to each part of the Test, it will be a Test pass.

Seismic
engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or
certificates of insurance)

16j

Review
the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either (a)
to the repair or restoration of all or part of the related

Mortgage
Loan Documents

Exhibit JJ-1- 18

Representations
and Warranties

 

Test

Review

Materials

than
commercial liability policies) require at least 10 days’ prior notice to the
lender of termination or cancellation arising because of nonpayment of a premium and at least
30 days’ prior notice to the lender of termination or cancellation (or such
lesser period, not less than 10 days, as may be required by applicable law) arising
for any reason other than non-payment of a premium and no such notice has been received by
the Mortgage Loan Seller.

Mortgaged
Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the
lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses,
or (b) to the payment of the outstanding principal balance of such Mortgage Loan or Whole Loan, as applicable, together with any
accrued interest thereon. If such provisions are found, it will be a Test pass.

16k

Review
the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a
notation or other indication is found, it will be a Test pass.

MS
Servicer Notices

16l

Review
the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if the insurance policies name the lender under any Mortgage Loan and its successors and
assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named
or additional insured. If so determined, it will be a Test pass.

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16m

Review
the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in the case of a Mortgage
Loan that is an Outside Mortgage Loan, the applicable Other Trustee). If so determined, it will be a Test pass.

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16n

Review
the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain, or cause to be maintained, all
such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to

Mortgage
Loan Documents

Exhibit JJ-1- 19

Representations
and Warranties

 

Test

Review

Materials

 

maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.

16o

Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.

Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16p

Review the MS Servicer Notices for a notation or other indication that any notice described in Test 16o may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

17. Access; Utilities; Separate Tax Lots . Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in

17a

Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.

Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA

17b

Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and

Zoning report; Title Policy; Survey; Engineering report or property condition

Exhibit JJ-1- 20

Representations
and Warranties

 

Test

Review

Materials

which
case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the
Mortgaged Property is a part until the separate tax lots are created.

sewer
(or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property. If so
determined, it will be a Test pass.

assessment;
Sponsor Diligence; ESA

17c

Review the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If so determined, it will be a Test pass.

Title Policy; Survey; Mortgage Loan Documents

18. No Encroachments . To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.  No improvements encroach upon any easements

18a

Review the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. If so determined, it will be a Test pass.

Survey; Title Policy; Appraisal

18b

Review the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property that materially and adversely affect the value and current use of such Mortgage Property and for which insurance or endorsements were obtained under the Title Policy. If not so determined, it will be a Test pass.

Survey; Title Policy; Appraisal

18c

Review the survey and Title Policy to

Survey; Title

Exhibit JJ-1- 21

Representations
and Warranties

 

Test

Review

Materials

except
for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property
or for which insurance or endorsements obtained with respect to the Title Policy.

determine
if there exist material improvements that encroach upon any easements except for encroachments the removal of which would not materially
and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect
to the Title Policy. If not so determined, it will be a Test pass.

Policy;
Appraisal

19. No Contingent Interest or Equity Participation . No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature (except that an ARD Mortgage Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.

19

Review the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization feature (except that an ARD Mortgage Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with respect to each part of this Test, it will be a Test pass.

Mortgage Loan Documents

20.
REMIC . The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but
determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans
as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did
not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by
an interest in real property (including permanently affixed buildings and structural components, such as wiring, plumbing systems and
central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions
and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding
personal property) having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan) was originated at least
equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole Loan) on such date or (ii) at

20a

Review the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.

Origination settlement statement; Mortgage Loan

20b

Review the most recent appraisal and Mortgage Loan Documents to determine if either (a) the Mortgage Loan is secured by an interest in real property (including permanently affixed buildings and structural components, such as wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan) was originated at least equal to 80% of the adjusted issue price of any Mortgage Loan (or

Appraisal; Mortgage Loan Documents

Exhibit JJ-1- 22

Representations
and Warranties

 

Test

Review

Materials

the
Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related
Whole Loan) on such date, provided that for purposes hereof, the fair market value
of the real property interest must first be reduced by (A) the amount of any lien
on the real property interest that is senior to the Mortgage Loan and (B) a proportionate
amount of any lien that is in parity with the Mortgage Loan; or (b) substantially
all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real
property which served as the only security for such Mortgage Loan (other than a recourse
feature or other third-party credit enhancement within the meaning of Treasury Regulations
Section 1.860G-2(a)(1)(ii)).  If the Mortgage Loan was “significantly
modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001
of the Code, it either (x) was modified as a result of the default or reasonably foreseeable
default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i)
above (substituting the date of the last such modification for the date the Mortgage
Loan was originated) or sub-clause (B)(a)(ii) , including the proviso thereto.  For
purposes of the preceding sentence, a Mortgage Loan will not be considered “significantly
modified” solely by reason of the borrower having been granted a COVID-19 related forbearance
provided that: (a) such Mortgage Loan forbearance is covered by Revenue Procedure 2020-26
(as amplified by Revenue Procedure 2021-12) by reason of satisfying the requirements for
such coverage stated in Section 5.02(2) of Revenue Procedure 2020-26 (as amplified by Revenue
Procedure 2021-12); and (b) the Mortgage Loan Seller identifies such Mortgage Loan and provides
(x) the date on which such forbearance was granted, (y) the length in months of the forbearance,
and (z) how the payments in forbearance will be paid (that is, by extension of maturity,
change of amortization schedule, etc.) Any prepayment premium and yield maintenance charges
applicable to the Mortgage Loan constitute “customary prepayment penalties” within
the meaning of Treasury Regulations Section 1.860G-1(b)(2).  All terms
used in this paragraph shall have the

related
Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan
(or related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real
property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage
Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan; or (b) substantially all of the proceeds
of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage
Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).
If so determined, it will be a Test pass.

20c

Review
the MS Servicer Notices for an indication or other notation that the Mortgage Loan was modified prior to the Closing Date, and if
so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as
a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause
(B)(i) in the first sentence of representation and warranty 20 (substituting the date of the last such modification for the date
any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 20, including the proviso
thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.

MS
Servicer Notices

20d

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums and
Yield Maintenance Charges applicable to any Mortgage Loan do not constitute

MS
Servicer Notices

Exhibit JJ-1- 23

Representations
and Warranties

 

Test

Review

Materials

same
meanings as set forth in the related Treasury Regulations.

“customary
prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.

21. Compliance with Usury Laws . The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.

21a

Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

21b

Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material requirements of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

21c

Review the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined, it will be a Test pass.

Mortgage Loan Documents

22. Authorized to do Business . To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.

22

Review the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication is found, determine whether the failure to be so authorized could not materially and adversely affect the enforceability of such Mortgage Loan by the Trust. If so determined, it will be a Test pass.

MS Servicer Notices

23.
Trustee under Deed of Trust . With respect to each Mortgage which is a deed of trust, as of the date of origination and, to
the Mortgage Loan Seller’s knowledge, as of the Closing

23

Review
the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.

Mortgage
Loan Documents

Exhibit JJ-1- 24

Representations
and Warranties

 

Test

Review

Materials

Date,
a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted
in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related
mortgagee.

24. Local Law Compliance . To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “ Zoning Regulations ”) other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan.  The terms of the Loan Documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.

24a

Review the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances, building codes and land laws (collectively “ Zoning Regulations ”) with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related Whole Loan, as applicable) or as of the Cut-off Date, other than those which (i) constitute a legal non-conforming use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan. If such indication is found, it will be a Test pass.

Zoning Report; Title Policy

24b

Review
the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable governmental
regulations, zoning and building laws. If such provisions are

Mortgage
Loan Documents

Exhibit JJ-1- 25

Representations
and Warranties

 

Test

Review

Materials

 

found, it will be a Test pass.

25. Licenses and Permits . Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect.  The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

25a

Review the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.

Mortgage Loan Documents

25b

Review the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary for the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will be a Test pass.

Mortgage Loan Documents; MS Servicer Notices

25c

Review the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

26. Recourse Obligations . The Mortgage Loan documents for each Mortgage Loan provide that (a) the related Mortgagor and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related Mortgagor and/or its principals specified in the related Loan Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents (if after an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste), and (iv) any breach of the environmental covenants contained in the related Loan Documents, and (b) the

26a

Review the Mortgage Loan documents for each Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of the representation and warranty 26. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

Exhibit JJ-1- 26

Representations
and Warranties

 

Test

Review

Materials

Mortgage
Loan shall become full recourse to the related Mortgagor and at least one individual or entity, if the related Mortgagor files a
voluntary petition under federal or state bankruptcy or insolvency law.

27. Mortgage Releases . The terms of the related Mortgage
or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage
except (a) a partial release, accompanied by principal repayment, or partial Defeasance (as defined in representation and warranty 32),
in each case, of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount
of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment
in full of such Mortgage Loan, (c) upon a Defeasance (as defined in representation and warranty 32), (d) releases of out-parcels
that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value
of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage
Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required
pursuant to an order of condemnation or taking by a State or any political subdivision or authority thereof. With respect to any partial
release (including in connection with any partial Defeasance) under the preceding clauses (a) or (d) , either: (x) such
release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the
meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject Mortgage Loan to fail
to be a “qualified mortgage” within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee or servicer
can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of
an opinion of tax counsel to the effect specified in the immediately preceding

27a

Review the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 27. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

27b

Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 27 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A); or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance of the Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not

Mortgage Loan Documents

Exhibit JJ-1- 27

Representations
and Warranties

 

Test

Review

Materials

clause (x) .
For purposes of the preceding clause (x) , if the fair market value of the real
property constituting such Mortgaged Property (reduced by (1) the amount of any lien
on the real property that is senior to the Mortgage Loan and (2) a proportionate amount
of any lien on the real property that is in parity with the Mortgage Loan) after the release
is not equal to at least 80% of the principal balance of the Mortgage Loan (or Whole Loan,
as applicable) outstanding after the release, the Mortgagor is required to make a payment
of principal in an amount not less than the amount required by the REMIC Provisions.

In the case of any Mortgage Loan,
in the event of a condemnation or taking of any portion of a Mortgaged Property by a State or any political subdivision or authority
thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage
Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required
to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion
of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the
real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is
senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage
Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or Whole Loan, as applicable).

No Mortgage Loan that is secured by
more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged
Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other
requirements of the REMIC Provisions.

less
than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.

27c

Review the Mortgage Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage Loan or Whole Loan, as applicable, in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan, as applicable. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

27d

Review the Mortgage Loan Documents for provisions stating that no Mortgage Loan that is secured by more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC Provisions. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

Exhibit JJ-1- 28

Representations
and Warranties

 

Test

Review

Materials

28. Financial Reporting and Rent Rolls . Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements.

28a

Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

28b

Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

29.
Acts of Terrorism Exclusion . With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance
policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization
Act of 2019 (collectively referred to as “ TRIA ”), from coverage, or if such coverage is excluded, it is covered by
a separate terrorism insurance policy.  With respect to each other Mortgage Loan, the related special-form all-risk insurance
policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination
of the Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of
Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With
respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for
Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be
limited by commercial

29a

Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.

Mortgage Loan Documents; Insurance coverage review document

29b

Review the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance policy.  If not so determined, it will be a Test pass.

Mortgage Loan Documents; Insurance Policy

29c

Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of

Mortgage Loan Documents

Exhibit JJ-1- 29

Representations
and Warranties

 

Test

Review

Materials

availability
on commercially reasonable terms, or as otherwise indicated on Exhibit C of the related Mortgage Loan Purchase Agreement, provided ,
however , that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance
is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the
Mortgagor shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium
that is payable in respect of the property and business interruption/rental loss insurance required under the related Loan Documents
(without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss
insurance) at such time, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum
amount of terrorism insurance available with funds equal to such amount.

Terrorism,
as defined in TRIA (as defined in representation and warranty 29), or damages related thereto, except to the extent that any right
to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on
Exhibit C to the applicable Mortgage Loan Purchase Agreement, provided, that if TRIA or a similar or subsequent statute is not in
effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to
carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than
two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance
required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such
casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount,
the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such
provisions are not found, it will be a Test pass.

30. Due on Sale or Encumbrance . Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the lender which are customarily acceptable to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent

30a

Review the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 30. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

30b

Review the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses incurred by the lender relative

Mortgage Loan Documents

Exhibit JJ-1- 30

Representations
and Warranties

 

Test

Review

Materials

value
and functionality and transfers by leases entered into in accordance with the Loan Documents), (a) the related Mortgaged Property,
or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold (in each
case, a “Transfer”), other than as related to (i) family and estate planning Transfers or Transfers upon death or
legal incapacity, (ii) Transfers to certain affiliates as defined in the related Loan Documents, (iii) Transfers of less
than, or other than, a controlling interest in the related Mortgagor, (iv) Transfers to another holder of direct or indirect
equity in the Mortgagor, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified
in the related Loan Documents, such as a qualified equityholder, (v) Transfers of stock or similar equity units in publicly
traded companies, (vi) a substitution or release of collateral within the parameters of representations and warranties 27
and 32 or the exceptions thereto set forth in Exhibit C of the Mortgage Loan Purchase Agreement, or (vii) by reason of
any mezzanine debt that existed at the origination of the related Mortgage Loan as set forth on Schedule B-1 of Exhibit B of the Mortgage
Loan Purchase Agreement, or future permitted mezzanine debt in each case as set forth on Schedule B-2 to Exhibit B of the Mortgage
Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against
the related Mortgaged Property, other than (i) any Companion Loan or any subordinate debt that existed at origination and is
permitted under the related Loan Documents, (ii) purchase money security interests, (iii) any Crossed Mortgage Loan as
set forth on Schedule B-3 to Exhibit B of the Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.  The
Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and
consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and expenses
incurred by the Mortgagee relative to such transfer or encumbrance.

to
such transfer or encumbrance. If such provisions are found, it will be a Test pass.

31.
Single-Purpose Entity . Each Mortgage

31a

Review
the Mortgage Loan Documents

Mortgage
Loan

Exhibit JJ-1- 31

Representations
and Warranties

 

Test

Review

Materials

Loan
requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Both the
Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Balance in excess
of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Balance of $20 million
or more has a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “ Single-Purpose
Entity ” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off
Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to
the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing
the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational
documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have
any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts
separate and apart from those of any other person (other than a Mortgagor for a Crossed Mortgage Loan), and that it holds itself out
as a legal entity, separate and apart from any other person or entity.

for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 31) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.

Documents

31b

Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.

Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents

31c

Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.

Mortgage Loan Schedule; Mortgagor’s Counsel Opinion

32.
Defeasance . With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “ Defeasance ”),
(i) the Loan Documents provide for Defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions
specified in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the
Mortgagor is permitted to pledge only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii)
of the Treasury

32

Review
the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents
contain the provisions described in clauses (i) through (vii) of representation and warranty 32. If such provisions are found, it
will be a Test pass.

Mortgage
Loan Documents

Exhibit JJ-1- 32

Representations
and Warranties

 

Test

Review

Materials

Regulations,
the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan
when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be
made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal
balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of
a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with
partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal
amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property
to be released and (b) the outstanding principal balance of the Mortgage Loan; (iv) the Mortgagor is required to provide
a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under
the Mortgage Note as set forth in clause (iii) above; (v) if the Mortgagor would continue to own assets in addition
to the Defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee
may require such assumption) by a Single-Purpose Entity; (vi) the Mortgagor is required to provide an opinion of counsel that
the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Mortgagor
is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto)
and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions of
counsel.

33. Fixed Interest Rates . Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of any ARD Mortgage Loans and situations where default interest is imposed.

33

Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in the case of any ARD Mortgage Loans and situations where

Mortgage Loan Documents

Exhibit JJ-1- 33

Representations
and Warranties

 

Test

Review

Materials

default
interest is imposed. If such an indication is found, it will be a Test pass.

34. Ground Leases . For purposes of the Mortgage Loan Purchase
Agreement, a “ Ground Lease ” shall mean a lease creating a leasehold estate in real property where the fee owner as
the ground lessor conveys for a term or terms of years its entire interest in the land, or with respect to air rights leases, the air,
and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain
circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner
and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.

With respect to any Mortgage Loan where the Mortgage Loan is
secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage does not also encumber the related lessor’s
fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the
ground lessor in favor of the Mortgage Loan Seller, its successors and assigns, the Mortgage Loan Seller represents and warrants that:

The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable
for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits
the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by
such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage;

The lessor under such Ground Lease has agreed in a writing included in the related

34a

Review the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 34), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 34b through 34q.

Appraisal; Title Policy; Mortgage Loan Documents

34b

Review the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted for recordation. If such indication is found, it will be a Test pass.

Title Policy; Mortgage Loan Documents

34c

Review the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of the lessee is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be a Test pass.

Ground Lease; estoppel or other agreement received from ground lessor

34d

Review the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified or canceled or terminated without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File. Review the MS Servicer Notices for an indication of such consent granted by the Mortgage Loan Seller since the origination of the Mortgage Loan except as reflected in any instruments including in the related

Ground Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor

Exhibit JJ-1- 34

Representations
and Warranties

 

Test

Review

Materials

Mortgage
File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled
or terminated by agreement of lessor and lessee, without the prior written consent of the
lender, and no such consent has been granted by the Mortgage Loan Seller since the origination
of the Mortgage Loan except as reflected in any written instruments which are included in
the related Mortgage File;

The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may
be exercised, and will be enforceable, by either Mortgagor or the mortgagee) that extends not less than 20 years beyond the stated
maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated
maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination,
non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event it is
so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor;

The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of

Mortgage
File. If such a provision is found and no indication is found, it will be a Test pass.

34e

Review
the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original term
(or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable,
by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan,
or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage
Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a Test pass.

Ground
Lease; estoppel or other agreement received from ground lessor

34f

Review
the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior to, or
of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or
(ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest
in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.

Title
Policy; SNDA

34g

Review
the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease does
not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder
of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder. If such indication is found, it
will be a Test pass.

Ground
Lease; estoppel

34h

Review
the Ground Lease for an indication that in the event it is so

Ground
Lease

Exhibit JJ-1- 35

Representations
and Warranties

 

Test

Review

Materials

such
Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default
under such Ground Lease and no condition that, but for the passage of time or giving of notice,
would result in a material default under the terms of such Ground Lease and to the Mortgage
Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing
Date;

The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of
any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the
lender;

A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the
lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s
receipt of notice of any default before the lessor may terminate the Ground Lease;

The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan
Seller in connection with loans originated for securitization;

Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together),
any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i)  de
minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k)
below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
proceeds are in excess of the threshold amount specified in the related Loan Documents) the lender or a trustee appointed by it having
the right to hold

assigned,
it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor. If
such indication is found, it will be a Test pass.

34i

Review
the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice
of termination of such Ground Lease. If no such notation is found, it will be a Test pass.

MS
Servicer Notices

34j

Review
the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground
Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such
Ground Lease. If no such notation is found, it will be a Test pass.

MS
Servicer Notices

34k

Review
the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force
and effect as of the Closing Date. If no such notation is found, it will be a Test pass.

MS
Servicer Notices

34l

Review
the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give to
the lender written notice of any default, and provide that no notice of default or termination is effective against the lender unless
such notice is given to the lender. If such provisions are found, it will be a Test pass.

Ground
Lease; ancillary agreement

34m

Review
the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where necessary,
sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default
under the Ground Lease which is curable after the lender’s receipt of notice of any

Ground
Lease and Related Documents

Exhibit JJ-1- 36

Representations
and Warranties

 

Test

Review

Materials

and
disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding
principal balance of the Mortgage Loan, together with any accrued interest;

In the case of a total
or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken
together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect
of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be
applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

Provided that the lender
cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination
of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

default
before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.

34n

Review the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans originated for securitization. If no such provisions are found, it will be a Test pass.

Ground Lease

34o

Review the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage Loan Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (34(k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.

Ground Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents

34p

Review
the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an indication
that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the
ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the

Ground
Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents

Exhibit JJ-1- 37

Representations
and Warranties

 

Test

Review

Materials

 

extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.

34q

Review the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.

Ground Lease

35. Servicing . The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.

35

Review the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan was not in all material respects legal, or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

36. Origination and Underwriting . The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the Mortgage Loan Purchase Agreement.

36

Review the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that representation and warranty 36 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the Mortgage Loan Purchase Agreement. If no such notation is found, it will be a

MS Servicer Notices; Mortgage Loan Purchase Agreement

Exhibit JJ-1- 38

Representations
and Warranties

 

Test

Review

Materials

Test
pass.

37. No Material Default; Payment Record . No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b) , materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided , however , that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit B to the Mortgage Loan Purchase Agreement. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.

37a

Review the MS Servicer Notices for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments as of the Closing Date, or (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.

MS Servicer Notices

37b

Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.

MS Servicer Notices

38. Bankruptcy . As of the date of origination of the related Mortgage Loan and, to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, no Mortgagor, guarantor or tenant occupying a single tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

38

Review the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test pass.

Lexis/Nexis (or comparable) search; MS Servicer Notices

39.
Organization of Mortgagor . With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents
of the Mortgagor delivered by the Mortgagor in connection with the origination

39a

Review
the organizational documents of the Mortgagor to determine if there are certified copies indicating that the Mortgagor is an entity
organized under the laws of a state of the United States

Organizational
Documents of the Mortgagor

Exhibit JJ-1- 39

Representations
and Warranties

 

Test

Review

Materials

of
such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia
or the Commonwealth of Puerto Rico.  Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor
that is an Affiliate of another Mortgagor under another Mortgage Loan.  (An “ Affiliate ” for purposes
of this paragraph (39) means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.)

of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass.

39b

Review the MS Servicer Notices to determine if there is any indication that, except with respect to any Mortgage Loan that is a cross-collateralized and Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found, it will be a Test pass.

MS Servicer Notices; Prospectus

40. Environmental Conditions . A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ ESA ”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter “ Environmental Condition ”) at the related Mortgaged Property or the need for further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related

40a

Review any ESA (as defined in representation and warranty 40) for indication that it met the ASTM requirements and was conducted by a reputable environmental consultant within 12 months prior to the origination date of the Mortgage Loan (or an update of a previous ESA prepared). If such an indication is found, it will be a Test pass.

ESA

40b

Review the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If no such indication is found, it will be a Test pass.

ESA

40c

Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If such an indication is found, the following test procedures (subparts 40c-1 through 40c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.

ESA; Escrow Statements; Mortgage Loan Documents

 

1.  Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the

Escrow statements

Exhibit JJ-1- 40

Representations
and Warranties

 

Test

Review

Materials

Mortgagor
that can reasonably be expected to mitigate the identified risk; (C) the Environmental
Condition identified in the related environmental report was remediated or abated in all
material respects prior to the Cut-Off Date, and, if and as appropriate, a no further action
or closure letter was obtained from the applicable governmental regulatory authority (or
the Environmental Condition affecting the related Mortgaged Property was otherwise listed
by such governmental authority as “closed” or a reputable environmental consultant
has concluded that no further action is required); (D) a secured creditor environmental
policy or a pollution legal liability insurance policy that covers liability for the Environmental
Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s
Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a
party not related to the Mortgagor was identified as the responsible party for such Environmental
Condition and such responsible party has financial resources reasonably estimated to be adequate
to address the situation; or (F) a party related to the Mortgagor having financial
resources reasonably estimated to be adequate to address the situation is required to take
action.  To the Mortgage Loan Seller’s knowledge, except as set forth
in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13
or its successor) at the related Mortgaged Property.

estimated
cost to cure any material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the
Mortgagor and is held by the related Mortgagee.

 

2.  Review
the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials, radon
in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a
plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required to be
instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.

ESA;
Mortgage Loan Documents

 

3.  Review
any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental consultant
for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects prior
to the Cut-off Date.

No
further action or closure letter regarding Environmental Condition

 

4.  Review
the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution legal liability
insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the
equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.

Insurance
coverage review documents

 

5.  Review
the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the responsible party for
the Environmental Condition and such responsible party has financial resources considered by the Mortgage Loan Seller to be adequate
to address the situation.

Mortgage
Loan Documents

6.  Review
the Mortgage Loan

Mortgage
Loan

Exhibit JJ-1- 41

Representations
and Warranties

 

Test

Review

Materials

 

 

Documents for an indication that a party related to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate to address the situation is required to take action.

Documents

40d

Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.

MS Servicer Notices; ESA

41. Appraisal . The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by an appraiser who is either a Member of the Appraisal Institute (“ MAI ”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located.  Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest, direct or indirect, in the Mortgaged Property or the 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.

41a

Review the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 months of the Closing Date. If so determined, it will be a Test pass.

Appraisal

41b

Review the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser had no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property. If so determined, it will be a Test pass.

Appraisal

41c

Review the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“ MAI ”) and/or has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located, and that the appraiser's compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.

Appraisal

41d

Review the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. If so determined, it will be a Test pass.

Appraisal

42.
Mortgage Loan Schedule . The information pertaining to each Mortgage Loan which is set

42a

Review
the Mortgage Loan Schedule attached as Exhibit A to the related

Mortgage
Loan Schedule;

Exhibit JJ-1- 42

Representations
and Warranties

 

Test

Review

Materials

forth
in the mortgage loan schedule attached as Exhibit A to the related Mortgage Loan Purchase Agreement is true and correct in all material
respects as of the Cut-off Date and contains all information required by the Mortgage Loan Purchase Agreement to be contained therein.

Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents, (iii) PSA, and (iv) asset summary report to determine if there are discrepancies between the documents.  If there are no such discrepancies, it will be a Test pass.

Annex A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report

42b

Compare the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies, it will be a Test pass.

Mortgage Loan Schedule; PSA

43. Cross-Collateralization . No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside the Trust, except as set forth on Schedule B-3 to Exhibit B of the related Mortgage Loan Purchase Agreement.

43

Review the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool, except as set forth on Schedule B-3 to Exhibit B of the related Mortgage Loan Purchase Agreement.

Mortgage Loan Documents

44.
Hospitality Provisions .  The Loan Documents for each Mortgage Loan that is secured by a hospitality property
operated pursuant to a franchise or license agreement includes an executed comfort letter or similar agreement signed by the related
Mortgagor and franchisor or licensor of such property that, subject to the applicable terms of such franchise or license agreement
and comfort letter or similar agreement, is enforceable by the Trust (or, in the case of an Outside Serviced Mortgage Loan, by the
related Other Securitization Trust) against such franchisor or licensor either (A) directly or as an assignee of the originator,
or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the transfer of the Mortgage Loan to the
Trust (or, in the case of an Outside Serviced Mortgage Loan, by the seller of the note which is contributed to the related Other
Securitization Trust or its designee providing notice of the transfer of such note to the related Other Securitization Trust) in
accordance with the terms of such executed comfort letter or similar agreement, which the Mortgage Loan Seller or its designee (except
in the case of an Outside Serviced Mortgage

44a

Review
the appraisals to determine if any of the properties are specifically identified as hospitality properties.  If so,
review the Mortgage File to determine if there exists a franchise or license agreement and executed comfort letter or other similar
agreement signed by the related Mortgagor and franchisor or licensor that, subject to the applicable terms of such franchise or license
agreement and comfort letter or similar agreement, is enforceable by the Trust against such franchisor or licensor, either (A) directly
or as an assignee of the originator, or (B) upon the Mortgage Loan Seller’s or its designee’s providing notice of the
transfer of the Mortgage Loan to the Trust in accordance with the terms of such executed comfort letter or similar agreement, which
the Mortgage Loan Seller or its designee shall provide. If so determined with respect to each part of this Test, it will be a Test
pass.

Appraisal;
mortgage file; franchise agreement; Comfort letter or similar agreement signed by or from such franchisor

Exhibit JJ-1- 43

Representations
and Warranties

 

Test

Review

Materials

Loan)
shall provide, or if neither (A) nor (B) is applicable, except in the case of an Outside Serviced Mortgage Loan, the Mortgage Loan Seller
or its designee shall apply for, on the Trust’s behalf, a new comfort letter or similar agreement as of the Closing Date.  The
mortgage or related security agreement for each Mortgage Loan secured by a hospitality property creates a security interest in the revenues
of such property for which a UCC financing statement has been filed in the appropriate filing office.  For the avoidance
of doubt, no representation is made as to the perfection of any security interest in revenues to the extent that possession or control
of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

45. Advance of Funds by the Mortgage Loan Seller . After origination, no advance of funds has been made by the Mortgage Loan Seller to the related Mortgagor other than in accordance with the Loan Documents, and, to the Mortgage Loan Seller’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents).  Neither the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date.

45a

Review the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made by the Mortgage Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, or that funds have been received from any person other than the related Mortgagor or an Affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a lender controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents). If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

45b

Review the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution to the Mortgagor under a Mortgage Loan, other than contributions made on or prior to the Closing Date. If not so determined, it will be a Test pass.

Mortgage Loan Documents

46.
Compliance with Anti-Money Laundering Laws . The Mortgage Loan Seller has

46

Review
the MS Servicer Notices for a notation or other indication of any claim

MS
Servicer Notices

Exhibit JJ-1- 44

Representations
and Warranties

 

Test

Review

Materials

complied
in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot
Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect
on the Mortgage Loan.

or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.

 

 

 

 

Exhibit JJ-1- 45

        EXHIBIT
JJ-2

GSMC ASSET REVIEW PROCEDURES

 

Pursuant to the terms and
subject to the conditions set forth in the Pooling and Servicing Agreement (“ PSA ”), the Asset Representations Reviewer
shall perform an Asset Review with respect to each representation and warranty made by the related Mortgage Loan Seller only with respect
to each Delinquent Loan in accordance with the procedures set forth below (each such procedure, a “ Test ”); provided ,
however , the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials
described in this Exhibit JJ-1 if, and only to the extent, the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review
in accordance with the Asset Review Standard. Capitalized terms used herein but not defined herein have the meaning set forth in the PSA
or, solely with respect to a representation and warranty, the meaning set forth in the related mortgage loan purchase agreement where
Goldman Sachs Mortgage Company is the Seller (the “ Mortgage Loan Purchase Agreement ”). For the avoidance of doubt,
in connection with the performance of the following Tests:

(A)

With respect to any representation and warranty that includes a knowledge qualifier ( e.g. , to the
Mortgage Loan Seller’s knowledge, etc.), the Asset Representations Reviewer shall not be responsible for any investigation or review
beyond that set forth in the applicable Test related to such representation and warranty;

(B)

With respect to any representation and warranty that includes the examination of an insurance policy or
Title Policy, the Asset Representations Reviewer will be permitted to engage a qualified consultant to perform a review of the applicable
policy, and will be allowed to rely upon the conclusions of the consultant when making a determination as to whether there is a Test pass.

(C)

The Asset Representations Reviewer shall be under no duty to provide or obtain a legal opinion, legal
review or legal conclusion;

(D)

Unless otherwise provided in the Test, the “as of” date for the testing of a representation
is as of the Closing Date;

(E)

Unless otherwise provided in the Test, if there is more than one version of the same document with respect
to a particular Mortgage Loan or Mortgaged Property, the document that will be used by the Asset Representations Reviewer in testing is
the document that is dated as of the Closing Date or, if none, the document closest prior to the Closing Date;

(F)

With respect to each representation and warranty and its related Test(s), the Asset Representations Reviewer
shall take into account any exceptions to such representation and warranty described in the Mortgage Loan Purchase Agreement with respect
to a Mortgage Loan, and a Test pass shall be deemed to have occurred with respect to such

Exhibit JJ-2- 1

Test if the sole reason for not satisfying
the applicable Test is caused by such exception(s);

(G)

Evidence of a failure of a Test could result from (i) an affirmative determination by the Asset Representations
Reviewer that the Test failed to achieve a Test pass, or (ii) a determination by the Asset Representations Reviewer that the documentation
included in the Review Materials (after making such request for any missing documents in the manner provided for in the PSA) is not sufficient
to perform the Test; and

(H)

A determination by the Asset Representations Reviewer of a Test pass or a Test failure shall not constitute
a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.

The Asset Representations
Reviewer will only be required to perform the Tests described in this Exhibit JJ-1 , and will not be obligated to perform additional
procedures on any Delinquent Loan, even if a different set of procedures or Review Materials could produce a different outcome. Notwithstanding
the required Tests, the Asset Representations Reviewer will not be required to review any information other than (1) Review Materials
specified in the related Test and (2) if applicable, Unsolicited Information. The Asset Representations Reviewer may, but is under
no obligation to, consider Unsolicited Information relevant to the Tests subject to the terms of the PSA. If the Asset Representations
Reviewer considers Unsolicited Information, the Asset Representations Reviewer shall take into account such Unsolicited Information, in
addition to the Review Materials referred to in the applicable Test(s) procedure when making a determination as to whether there is a
Test pass.

 

Representations
and Warranties

 

Test

Review

Materials

1. Whole Loan; Ownership of Mortgage Loans . Except with respect to a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan.  Each Mortgage Loan that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note.  At the time of the sale, transfer and assignment to the Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Outside Serviced Mortgage Loan, to the trustee for the related Other Securitization Trust), participation or pledge, and the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges,

1a

Review the amounts listed on the original Mortgage Note and Mortgage for an indication that they match the amounts listed on the Mortgage Loan Schedule.  If the amounts are the same, then such Mortgage Loan would be considered a Whole Loan. If there is more than one property then the Mortgage for each Mortgaged Property would need to be aggregated. If identified as such, it will be a Test pass.

Mortgage; Mortgage Note; Loan agreement related to the Mortgage Loan (“ Loan Agreement ”); Mortgage Loan guaranty; Assignment of Leases; and Environmental Indemnity Agreement (collectively, the “ Mortgage Loan Documents ”);

Exhibit JJ-2- 2

Representations
and Warranties

 

Test

Review

Materials

pledges,
encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment
or similar agreement.  The Mortgage Loan Seller has full right and authority to sell, assign and transfer each Mortgage
Loan, and the assignment to the Purchaser constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any
and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

Mortgage
Loan Schedule.

1b

Review any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan (collectively, the “ MS Servicer Notices ”) for notation of any Mortgage Note or Mortgage that was subject to any assignment (other than assignments to the Mortgage Loan Seller or, with respect to any Outside Serviced Mortgage Loan, to the trustee for the related Other Securitization Trust for the Other Securitization), participation or pledge, or that the Mortgage Loan Seller did not have good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement. If no such notation is found, it will be a Test pass.

MS Servicer Notices

1c

Review the MS Servicer Notices for notation of any claim or assertion regarding the Mortgage Loan Seller not having the full right and authority to sell, assign and transfer the Mortgage Loan. If such notation is not found, it will be a Test pass.

MS Servicer Notices

1d

Review the MS Servicer Notices for notation of any claim or assertion regarding the assignment to the Purchaser not constituting a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan. If such notation is not found, it will be a Test pass.

MS Servicer Notices

2.
Loan Document Status . Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and
other agreement executed by or on behalf of

2a

Review
the opinion of Mortgagor’s counsel (“ Mortgagor’s Counsel Opinion ”) for an indication that it contains
language that the related

Mortgagor’s
Counsel Opinion

Exhibit JJ-2- 3

Representations
and Warranties

 

Test

Review

Materials

the related Mortgagor, guarantor or other obligor in connection
with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any
non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency
legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by
(a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in
a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions
requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further
limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above)
such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the mortgagee’s
realization of the principal benefits and/or security provided thereby ( clauses (i) and (ii) collectively, the “ Standard
Qualifications ”).

Except as set forth in the immediately preceding sentences, there
is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related
Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right
based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee
the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Loan Documents.

Mortgage
Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related
Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related
Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable
state anti- deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms,
except as specified in representation and warranty 2. If such indication exists, it will be a Test pass.

2b

Review the MS Servicer Notices for notation of any valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Mortgage Loan Seller in connection with the origination of the Mortgage Loan, that would deny the Mortgagee (as defined in the related Mortgage Loan Purchase Agreement) the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Mortgage Loan Documents. If no such notation is found, it will be a Test pass.

MS Servicer Notices

3. Mortgage Provisions . The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the

3

Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan

Mortgage Loan Documents; M Mortgagor’s

Exhibit JJ-2- 4

Representations
and Warranties

 

Test

Review

Materials

holder
thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended
to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations
set forth in the Standard Qualifications.

Documents
contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable,
non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications. If such indication exists, it will
be a Test pass.

Counsel
Opinion

4. Mortgage Status; Waivers and Modifications . Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a)(1) there has been no forbearance, waiver or modification of the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID-19 emergency, (2) as of September 5, 2024, to the knowledge of the Mortgage Loan Seller, there has been no request for a forbearance, waiver or modification of the material terms of the Mortgage Loan, which such request relates to the COVID-19 emergency and (3) other than as related to the COVID-19 emergency, the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan. With respect to each Mortgage Loan, except as contained in a written document included in the related Mortgage File, there have been no modifications, amendments or waivers that could be reasonably expected to have a

4a

Review the Mortgage Loan Documents and MS Servicer Notices for a notation or other indication of any claim or assertion that, since origination through the Closing Date, that there has been any forbearance, waiver or modification of the material terms of the Mortgage Loan which such forbearance, waiver or modification relates to the COVID-19 emergency, except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such notation or other indication is found, it will be a Test pass.

Mortgage Loan Documents; MS Servicer Notices

4b

Review the Mortgage Loan Documents and MS Server Notices for a notation or other indication of any claim or assertion that, as of the Cut-Off Date, except for written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents, the Mortgage Loan Seller had knowledge of a written request from the related Mortgagor for a forbearance, waiver or modification of the material terms of the Mortgage Loan, which such request relating to the COVID-19 emergency. If no such notation or other indication is found, it will be a Test Pass.

 

4c

Review the MS Servicer Notices and Mortgage Loan Documents for an indication that, other than as related to the COVID-19 emergency, the material terms of such documents have been

 

Exhibit JJ-2- 5

Representations
and Warranties

 

Test

Review

Materials

material
adverse effect on such Mortgage Loan that have been consented to by the Mortgage Loan Seller on or after September 5, 2024.

waived,
impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially interferes with the
security intended to be provided by such Mortgage, except by written instruments set forth in the related Mortgage File or as otherwise
provided in the related Mortgage Loan Documents.  If no such indication is found, it will be a Test pass.

4d

Review
the MS Servicer Notices and Mortgage Loan Documents for an indication that a related Mortgaged Property or any portion thereof has
been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided
by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property except by written instruments set forth
in the related Mortgage File or as otherwise provided in the related Mortgage Loan Documents. If no such indication is found, it
will be a Test pass.

MS
Servicer Notices; Mortgage Loan Documents

4e

Review
the MS Servicer Notices and Mortgage Loan Documents for notation that neither the Mortgagor nor the guarantor has been released from
its material obligations under the Mortgage Loan except by written instruments set forth in the related Mortgage File or as otherwise
provided in the related Mortgage Loan Documents. If no such notation is found, it will be a Test pass.

MS
Servicer Notices; Mortgage Loan Documents

 

4f

Review the MS Servicer Notices and Mortgage Loan Documents for an indication that there have been any modifications, amendments or waivers that could be reasonably expected to have a material adverse effect on such Mortgage Loan consented to by the Mortgage Loan Seller on or after the Cut-Off Date, except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan

 

Exhibit JJ-2- 6

Representations
and Warranties

 

Test

Review

Materials

Documents.
If no such indication is found, it will be a Test pass.

5.
Lien; Valid Assignment .   Subject to the Standard Qualifications, each assignment of Mortgage and assignment
of Assignment of Leases to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee) constitutes
a legal, valid and binding assignment to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee).  Each
related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.  Each related
Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee or leasehold interest in the Mortgaged Property
in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and
the exceptions to representation and warranty 6 set forth on  Exhibit C of the Mortgage Loan Purchase Agreement (each such
exception, a “ Title Exception ”)), except as the enforcement thereof may be limited by the Standard Qualifications.  Such
Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off
Date, to the Mortgage Loan Seller’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s
liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related
Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured
against by a lender’s title insurance policy (as described below), and, to the Mortgage Loan Seller’s knowledge and subject
to the rights of tenants (as tenants only)(subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist
which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage,
except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below).  Notwithstanding

5a

Review the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any assignment of Mortgage or Assignment of Leases to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee) not constituting a legal, valid and binding assignment to the Trust (or, with respect to an Outside Serviced Mortgage Loan, to the related Outside Trustee), subject to the Standard Qualifications. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

5b

Review the related Mortgage and the Assignment of Leases for each property for provisions to the effect that the related Mortgage and Assignment of Leases is not freely assignable without the consent of the related Mortgagor. If no such provision is found, it will be a Test pass.

Mortgage; Assignment of Leases

5c

Review the Title Policy (as defined in representation and warranty 6) to determine if the related Mortgage is a first lien on the related Mortgagor’s fee (or with respect to those Mortgage Loans described in representation and warranty 34 hereof, leasehold) interest in the Mortgaged Property.  Compare the amount of the Title Policy to the principal amount of the Mortgage Loan or allocated loan amount to determine whether they are equivalent. If each such determination is made, it will be a Test pass.

Title Policy; Mortgage; Mortgage Loan Schedule

5d

Review the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than Permitted

Title Policy

Exhibit JJ-2- 7

Representations
and Warranties

 

Test

Review

Materials

anything in the Mortgage
Loan Purchase Agreement to the contrary, no representation is made as to the perfection of any security interest in rents or other
personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code
(“ UCC ”) financing statements is required in order to effect such perfection.

Encumbrances,
Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If so determined,
it will be a Test pass.

5e

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Mortgage Loan
Seller had knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ liens, recorded materialmen’s
liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the
related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) (other than Permitted Encumbrances, Title Exceptions
and those which are bonded over, escrowed for or insured against by the applicable Title Policy). If such a notation or other indication
is not found, it will be a Test pass.

MS
Servicer Notices

5f

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there
are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan),
except for Permitted Encumbrances and those which are bonded over, escrowed for or insured against by the a lender’s title
insurance policy. If such a notation or other indication is not found, it will be a Test pass.

MS
Servicer Notices

5g

Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not have legal, valid and enforceable first lien on the related Mortgagor's fee (or if identified on the Mortgage Loan Schedule, leasehold),

MS Servicer Notices

Exhibit JJ-2- 8

Representations
and Warranties

 

Test

Review

Materials

interest
in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance or security interest. If such
a notation or other indication is not found, it will be a Test pass.

6.
Permitted Liens; Title Insurance .  Each Mortgaged Property securing a Mortgage Loan is covered by an American Land
Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable
jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions
or a “marked up” commitment, in each case binding on the title insurer)(the “ Title Policy ”) in the original
principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least
the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances
held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority
lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), which
lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments not yet due and
payable; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the
exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are
commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged
Property and condominium declarations; and (f) if the related Mortgage Loan is cross-collateralized and cross-defaulted with another
Mortgage Loan (each, a “ Crossed Mortgage Loan ”), the lien of the Mortgage for such other Mortgage Loan that is cross-collateralized
and cross-defaulted with such Crossed Mortgage Loan, provided that none of which items (a) through (f),

6a

Review the Title Policy to determine if it is an American Land Title Association loan title insurance policy or another comparable form of loan title insurance policy approved for use in the applicable jurisdiction. Review the Mortgage Loan Documents to determine if the amount of the policy covers the amount of the Mortgage Loan, or for multiple properties, an amount equal to the allocated loan amount after all advances of principal. If so determined with respect to each part of this Test, it will be a Test pass.

Title Policy; Mortgage Loan Documents

6b

Review the Title Policy to determine if the first-priority lien of the Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan) is subject only to Permitted Encumbrances, as defined in representation and warranty 6. If so determined, it will be a Test pass.

Title Policy

6c

Review the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the lien of the related Mortgage, other than as contemplated by item (f) in the definition of Permitted Encumbrances.  If not so determined, it will be a Test pass.

Title Policy

6d

Review the Title Policy and MS Servicer Notices for a notation or other indication that the coverage is not in full force and effect as of the Closing Date, that all premiums thereon have not been paid or that claims have been made by the Mortgage Loan Seller. If no such notation or other indication is found, it will be a Test pass.

Title Policy; MS Servicer Notices

Exhibit JJ-2- 9

Representations
and Warranties

 

Test

Review

Materials

individually
or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security
intended to be provided by such Mortgage or the Mortgagor's ability to pay its obligations when they become due (collectively, the
“ Permitted Encumbrances ”).  Except as contemplated by clause (f) of the preceding
sentence, none of the Permitted Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the
related Mortgage.  Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid and no claims have been made by the Mortgage Loan Seller thereunder and no
claims have been paid thereunder.  Neither the Mortgage Loan Seller, nor to the Mortgage Loan Seller’s knowledge,
any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such
Title Policy.

6e

Review
the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage Loan,
has done, by act or omission, anything that would materially impair the coverage under such policy. If such a notation or other indication
is not found, it will be a Test pass.

MS
Servicer Notices

7.
Junior Liens . It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages
or junior liens, except for any Crossed Mortgage Loan, there are, as of origination, and to the Mortgage Loan Seller’s knowledge,
as of the Cut-off Date, no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged
Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmen’s liens
(which are the subject of the representation in representation and warranty 5 above), and equipment and other personal property financing).  Except
as set forth in Schedule B-1 to the Mortgage Loan Purchase Agreement, the Seller has no knowledge of any mezzanine debt secured directly
by interests in the related Mortgagor.

7a

Review
the Title Policy to determine if there is any subordinate mortgage or junior lien encumbering the related Mortgaged Property, except
for any Crossed Mortgage Loans. If not so determined, it will be a Test pass.

Title
Policy

7b

Review
the Title Policy to determine if, as of origination and the Cut-off Date, there are no subordinate mortgages or junior mortgage liens
securing the payment of money encumbering the related Mortgaged Property other than Permitted Encumbrances and the Title Exceptions,
taxes and assessments, mechanics’ and materialmen’s liens and equipment and other personal property financing. If so
determined, it will be a Test pass.

Title
Policy

7c

Review
the MS Servicer Notices for a notation or other indication that, except as set forth in Schedule B-1 to the Mortgage Loan Purchase
Agreement, the Mortgage Loan Seller had knowledge of: (1) any mezzanine debt secured directly by interests in the related Mortgagor
or (2) any

MS
Servicer Notices; Mortgage Loan Purchase Agreement

Exhibit JJ-2- 10

Representations
and Warranties

 

Test

Review

Materials

 

subordinate
mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances
and the Title Exceptions, taxes and assessments, mechanics’ and materialmen’s liens If such a notation or other indication
is not found, it will be a Test pass.

8.
Assignment of Leases, Rents and Profits . There exists as part of the related Mortgage File an Assignment of Leases (either
as a separate instrument or incorporated into the related Mortgage).  Subject to the Permitted Encumbrances and the
Title Exceptions (and, in the case of a Mortgage Loan that is part of a Whole Loan, subject to the related Assignment of Leases constituting
security for the entire Whole Loan), each related Assignment of Leases creates a valid first-priority collateral assignment of, or
a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to
a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such
lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by
the Standard Qualifications.  The related Mortgage or related Assignment of Leases subject to applicable law, provides
that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for
the related mortgagee to enter into possession to collect the rents or for rents to be paid directly to the mortgagee.

8a

Review
the Mortgage File to determine if an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage)
is in the Mortgage File. If so determined, it will be a Test pass.

Mortgage
File; Assignment of Leases, Rents and Profits

8b

Review
the Title Policy to determine if, subject to the Permitted Encumbrances and the Title Exceptions (and, in the case of a Mortgage
Loan that is part of a Whole Loan, subject to the related Assignment of Leases constituting security for the entire Whole Loan) the
Mortgage, or any related Assignment of Leases has been recorded, and creates a valid first-priority collateral assignment of, or
a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to
a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such
lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by
the Standard Qualifications. If so determined with respect to each part of this Test, it will be a Test pass.

Title
Policy; Mortgage; Assignment of Leases, Rents and Profits

8c

Review
the Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage) to determine if the related
Mortgage, or related Assignment of Leases, subject to applicable law, provides that upon an event of default under the Mortgage Loan,
a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect
the rents or for

Assignment
of Leases, Rents and Profits; Mortgage

Exhibit JJ-2- 11

Representations
and Warranties

 

Test

Review

Materials

 

rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee. If so determined, it will be a Test pass.

9. UCC Filings .  If the related Mortgaged Property is operated as a hospitality property, the Mortgage Loan Seller has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Loan Documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be.  Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above.  No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.

9

If the related Mortgaged Property is operated as a hospitality property, review the MS Servicer Notices for a notation or other indication of inappropriately filed or nonexistent UCC-1 financing statements. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

10. Condition of Property . The Mortgage Loan Seller or the
originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of
the Mortgage Loan and within twelve months of the Cut-off Date.

An engineering report or property condition assessment was prepared
in connection with the origination of each Mortgage Loan no

10a

Review the engineering report or property condition assessment in the Mortgage File to determine if it is dated within six months of the origination date. If so determined, it will be a Test pass.

Engineering report; Property condition assessment

10b

Review the engineering report or property condition assessment in the Mortgage File to determine if it was

Engineering report; Property condition

Exhibit JJ-2- 12

Representations
and Warranties

 

Test

Review

Materials

more
than twelve months prior to the Cut-off Date. To the Mortgage Loan Seller’s knowledge, based solely upon due diligence customarily
performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property
was free and clear of any material damage (other than (i) any damage or deficiency that is estimated to cost less than $50,000
to repair, (ii) any deferred maintenance for which escrows were established at origination and (iii) any damage fully
covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the
Mortgage Loan.

dated
no more than twelve months prior to the Cut-off Date.  Review the engineering report or property condition assessment
to confirm that each related Mortgaged Property is free of material damage. If so determined with respect to each part of the Test,
it will be a Test pass.

assessment

10c

Review
the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge of issues with the physical
condition of the Mortgaged Property that the Mortgage Loan Seller believed would have a material adverse effect on the value or use
of the Mortgaged Property other than those disclosed in the most recently dated engineering report or Servicing File and those addressed
in sub-clauses (i), (ii) and (iii) of this representation and warranty 10. If such a notation or other indication is not found, it
will be a Test pass.

MS
Servicer Notices

11.
Taxes and Assessments . All taxes, governmental assessments and other outstanding governmental charges (including, without
limitation, water and sewage charges), or installments thereof, that could be a lien on the related Mortgaged Property that would
be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have become delinquent in respect
of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such
payments and reasonably estimated interest and penalties, if any, thereon.  For purposes of this representation and
warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall
not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon
and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.

11

Review
the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding governmental
charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related
Mortgage Property that would be of equal or superior priority to the lien of the Mortgage and that prior to the Cut-off Date have
come delinquent in respect of the Mortgaged Property have not been paid, or an escrow of funds has been established in an amount
sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. If such a notation or other indication
is not found, it will be a Test pass.

MS
Servicer Notices

12.
Condemnation . As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, there
is no

12

Review
the MS Servicer Notices for a notation or other indication of any proceeding pending or threatened for

MS
Servicer Notices

Exhibit JJ-2- 13

Representations
and Warranties

 

Test

Review

Materials

proceeding
pending, and, to the Mortgage Loan Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding
threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value,
use or operation of the Mortgaged Property.

the total or partial condemnation of such Mortgaged Property as of the Cut-off Date and as of the origination date, or for a notation or other indication that the Mortgage Loan Seller had knowledge as of the Cut-off Date and as of the origination date of any such proceeding that would have a material adverse effect on the value, use or operation of the Mortgaged Property. If such a notation or other indication is not found, it will be a Test pass.

13. Actions Concerning Mortgage Loan . As of the date of origination and to the Mortgage Loan Seller’s knowledge as of the Cut-off, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Loan Documents or (f) the current principal use of the Mortgaged Property.

13a

Review the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor's interest in the Mortgaged Property that existed on the origination date. If such an indication is not found, it will be a Test pass.

Mortgage Loan Documents; Mortgagor’s Counsel Opinion; MS Servicer Notices

13b

Review the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 13. If any such adverse outcome would not reasonably be expected to adversely affect the matters set forth in clauses (a)-(f) of representation and warranty 13, it will be a Test pass.

MS Servicer Notices

14. Escrow Deposits . All escrow deposits and payments required to be escrowed with the lender pursuant to each Mortgage Loan are in the possession, or under the control, of the Mortgage Loan Seller or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with lender under the related Loan Documents are being conveyed by the Mortgage Loan Seller

14a

Review the MS Servicer Notices for a notation or other indication of any escrow deposits and payments required to be escrowed with the lender pursuant to each Mortgage Loan not in the servicer’s possession or control. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

14b

Review the MS Servicer Notices to determine if all escrows and deposits

MS Servicer Notices

Exhibit JJ-2- 14

Representations
and Warranties

 

Test

Review

Materials

to
the Purchaser or its servicer (or, with respect to any Outside Serviced Mortgage Loan, to the depositor or servicer for the related
Other Securitization Trust).

required
pursuant to the Mortgage Loan have been conveyed by the Mortgage Loan Seller to the Purchaser or its servicer (or, with respect to
any Outside Serviced Mortgage Loan, to the related depositor or servicer). If so determined, it will be a Test pass.

15.
No Holdbacks . The Stated Principal Balance as of the Cut-off Date of the Mortgage Loan set forth on the mortgage loan schedule
attached as Exhibit A to the related Mortgage Loan Purchase Agreement has been fully disbursed as of the Closing Date and there is
no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed
but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing,
repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the
Mortgage Loan Seller to merit such holdback).

15a

Review
the Mortgage Loan Schedule, Loan Agreement, Mortgage Note and origination settlement statement to determine if the principal amount
of the Mortgage Loan was fully disbursed as of the Closing Date. If so determined, it will be a Test pass.

Mortgage
Loan Schedule; Loan Agreement; Mortgage Note; Origination settlement statement

15b

Review
the Mortgage Loan Documents to determine if there is no requirement for future advances by the Mortgagee (except in those cases where
the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending
the satisfaction of certain conditions relating to leasing, repairs, or other matters with respect to the related Mortgaged Property,
the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback). If so determined, it will be
a Test pass.

Mortgage
Loan Documents

16.
Insurance . Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property
insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or
“all risk form” that includes replacement cost valuation issued by an insurer or insurers meeting the requirements of
the related Loan Documents and having a claims-paying or financial strength rating meeting the Insurance Rating Requirements (as
defined below), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance
of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings,
fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical

16a

Review
the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy
providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
form” that includes replacement cost valuation issued by an insurer or insurers meeting the requirements of the related Mortgage
Loan Documents and the Insurance Rating Requirements, in an amount (subject to customary deductibles) not less than the lesser of
(1) the original principal balance of any Mortgage Loan and (2) the full insurable value on a replacement cost

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

Exhibit JJ-2- 15

Representations
and Warranties

 

Test

Review

Materials

depreciation), but, in any event, not less than the amount
necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related
Mortgaged Property.

“Insurance Rating Requirements” means either (i) a claims
paying or financial strength rating of any of the following; (a) at least “A-:VIII” from A.M. Best Company, (b) at least “A3”
(or the equivalent) from Moody’s Investors Service, Inc. or (c) at least “A-” from S&P Global Ratings or (ii) the
Syndicate Insurance Ratings Requirements. “Syndicate Insurance Ratings Requirements” means insurance provided by a syndicate
of insurers, as to which (1) if such syndicate consists of 5 or more members, at least 60% of the coverage is provided by insurers that
meet the Insurance Rating Requirements (under clause (i) of the definition of such term) and up to 40% of the coverage is provided by
insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings or at least “Baa3”
by Moody’s Investors Service, Inc., and (2) if such syndicate consists of 4 or fewer members, at least 75% of the coverage is provided
by insurers that meet the Insurance Rating Requirements (under clause (i) of the definition of such term) and up to 25% of the coverage
is provided by insurers that have a claims paying or financial strength rating of at least “BBB-” by S&P Global Ratings
or at least “Baa3” by Moody’s Investors Service, Inc.

Each related Mortgaged Property is also covered, and required to
be covered pursuant to the related Loan Documents, by business interruption or rental loss insurance which (subject to a customary deductible)
covers a period of not less than 12 months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50 million
or more, 18 months).

If any material part of the improvements, exclusive of a parking
lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having

basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.

16b

Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 16a above. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

16c

Review the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is insured for business interruption or rental loss insurance which (subject to a customary deductible) covers a period of not less than 12 months (or with respect to a Mortgage Loan on a single asset with a principal balance of $50 million or more, 18 months). If such provisions are found, it will be a Test pass.

Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16d

Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 16c above. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

16e

Review the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot, located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains

Mortgage Loan Documents; Survey; Insurance Summary Report

Exhibit JJ-2- 16

Representations
and Warranties

 

Test

Review

Materials

special
flood hazards, the related Mortgagor is required to maintain insurance in the maximum amount
available under the National Flood Insurance Program, plus such additional excess flood coverage
in an amount as is generally required by the Mortgage Loan Seller originating mortgage loans
for securitization.

If the Mortgaged Property is located
within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, the related
Mortgagor is required to maintain coverage for windstorm and/or windstorm related perils and/or “named storms” issued by
an insurer meeting the Insurance Rating Requirements or endorsement covering damage from windstorm and/or windstorm related perils and/or
named storms, in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100%
of the full insurable value on a replacement cost basis of the improvements and personalty and fixtures owned by the Mortgagor and included
in the related Mortgaged Property by an insurer or insurers meeting the Insurance Rating Requirements.

The Mortgaged Property is covered,
and required to be covered pursuant to the related Loan Documents, by a commercial general liability insurance policy issued by an insurer
or insurers meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury
(including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller for loans originated for securitization,
and in any event not less than $1 million per occurrence and $2 million in the aggregate.

An architectural or engineering consultant
has performed an analysis of each of the Mortgaged Properties located in seismic zones 3 or 4 in order to evaluate the structural and
seismic condition of such property, for the sole purpose of assessing either the scenario expected limit (“ SEL ”) or
the probable maximum loss (“ PML ”) for the Mortgaged Property in the event of an earthquake. In

insurance
in the maximum amount available under the National Flood Insurance Program plus such additional excess flood coverage in an amount
as is generally required by the Mortgage Loan Seller originating mortgage loans for securitization. If so determined, it will be
a Test pass.

16f

If
the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South
Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm
related perils and/or “named storms” or endorsement covering damage from windstorm and/or windstorm related perils and/or
named storms in an amount not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) 100% of the
full insurable value on a replacement cost basis of the improvements, and personalty and fixtures owned by the Mortgagor and included
in the related Mortgaged Property by an insurer or insurers meeting the Insurance Rating Requirements. If so determined with respect
to each part of this Test, it will be a Test pass.

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16g

Review
the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review
the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered,
and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued
by an insurer or insurers meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and
personal injury (including bodily injury and death) in amounts as are generally required by the Mortgage Loan Seller

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance);
Mortgage Loan Documents

Exhibit JJ-2- 17

Representations
and Warranties

 

Test

Review

Materials

such
instance, the SEL or PML, as applicable, was based on a 475-year return period, an exposure
period of 50 years and a 10% probability of exceedance. If the resulting report concluded
that the SEL or PML, as applicable, would exceed 20% of the amount of the replacement costs
of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer
or insurers meeting the Insurance Rating Requirements (provided that for this purpose (only),
the A.M. Best Company minimum rating referred to in the definition of Insurance Rating
Requirements will be deemed to be at least “A:VIII”) in an amount not less than
100% of the SEL or PML, as applicable.

The Loan Documents require insurance
proceeds in respect of a property loss to be applied either (a) to the repair or restoration of all or part of the related Mortgaged
Property, with respect to all property losses in excess of 5% of the then outstanding principal amount of the related Mortgage Loan (or
Whole Loan, if applicable), the lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair
or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan (or Whole Loan, if
applicable) together with any accrued interest thereon.

All premiums on all insurance policies referred
to in this section required to be paid as of the Cut-off Date have been paid, and such insurance policies name the lender under the Mortgage
Loan and its successors and assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance
policy, as named or additional insured. Such insurance policies will inure to the benefit of the Trustee (or, in the case of a Mortgage
Loan that is an Outside Serviced Mortgage Loan, the applicable Other Trustee). Each related Mortgage Loan obligates the related Mortgagor
to maintain, or cause to be maintained, all such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to
maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance
policies (other

for
loans originated for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If
so determined, it will be a Test pass.

16h

Review
the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the
seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the sole purpose
of assessing either the scenario expected limit (“ SEL ”) or the probable maximum loss (“ PML ”)
for the Mortgaged Property in the event of an earthquake and based on a 475-year return period, an exposure period of 50 years and
a 10% probability of exceedance. If so determined, it will be a Test pass.

Property
condition assessment; Seismic engineering study

16i

Review
the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties,
review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement
costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so
determined, determine if the insurer or insurers meet the Insurance Rating Requirements (provided that for this purpose (only), the
A.M. Best Company minimum rating referred to in the definition of Insurance Rating Requirements will be deemed to be at least
“A:VIII”). The insurance amount should be not less than 100% of the SEL or the PML, as applicable. If so determined with
respect to each part of the Test, it will be a Test pass.

Seismic
engineering study; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or
certificates of insurance)

16j

Review
the Mortgage Loan Documents for provisions requiring that insurance proceeds in respect of a property loss be applied either (a)
to the repair or restoration of all or part of the related

Mortgage
Loan Documents

Exhibit JJ-2- 18

Representations
and Warranties

 

Test

Review

Materials

than
commercial liability policies) require at least 10 days’ prior notice to the
lender of termination or cancellation arising because of nonpayment of a premium and at least
30 days’ prior notice to the lender of termination or cancellation (or such
lesser period, not less than 10 days, as may be required by applicable law) arising
for any reason other than non-payment of a premium and no such notice has been received by
the Mortgage Loan Seller.

Mortgaged
Property, with respect to all property losses in excess of 5% of the then-outstanding principal amount of the Mortgage Loan, the
lender (or a trustee appointed by it) having the right to hold and disburse such proceeds as the repair or restoration progresses,
or (b) to the payment of the outstanding principal balance of such Mortgage Loan or Whole Loan, as applicable, together with any
accrued interest thereon. If such provisions are found, it will be a Test pass.

16k

Review
the MS Servicer Notices for a notation or other indication that insurance premiums are current as of the Cut-off Date. If such a
notation or other indication is found, it will be a Test pass.

MS
Servicer Notices

16l

Review
the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if the insurance policies name the lender under any Mortgage Loan and its successors and
assigns as a loss payee under a mortgagee endorsement clause or, in the case of the general liability insurance policy, as named
or additional insured. If so determined, it will be a Test pass.

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16m

Review
the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if the insurance will inure to the benefit of the Trustee (or, in the case of a Mortgage
Loan that is an Outside Mortgage Loan, the applicable Other Trustee). If so determined, it will be a Test pass.

Insurance
Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16n

Review
the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain, or cause to be maintained, all
such insurance and, at such Mortgagor’s failure to do so, authorizes the lender to

Mortgage
Loan Documents

Exhibit JJ-2- 19

Representations
and Warranties

 

Test

Review

Materials

 

maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.

16o

Review the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the insurance policies (other than commercial liability policies) require at least 10 days’ prior notice to the lender of termination or cancellation arising because of nonpayment of a premium and at least 30 days’ prior notice to the lender of termination or cancellation (or such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium.  If so determined, it will be a Test pass.

Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates of insurance)

16p

Review the MS Servicer Notices for a notation or other indication that any notice described in Test 16o may have been received by the Mortgage Loan Seller. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

17. Access; Utilities; Separate Tax Lots . Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in

17a

Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road. If so determined, it will be a Test pass.

Zoning report; Title Policy; Survey; Engineering report or property condition assessment; Sponsor Diligence; ESA

17b

Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is served by or has uninhibited access rights to public or private water and

Zoning report; Title Policy; Survey; Engineering report or property condition

Exhibit JJ-2- 20

Representations
and Warranties

 

Test

Review

Materials

which
case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the
Mortgaged Property is a part until the separate tax lots are created.

sewer
(or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property. If so
determined, it will be a Test pass.

assessment;
Sponsor Diligence; ESA

17c

Review
the Title Policy and survey to determine if each Mortgaged Property constitutes one or more separate tax parcels and do not include
any property which is not part of the Mortgaged Property or is subject to an endorsement under the most recently dated Title Policy
insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority
for creation of separate tax lots, in which case any Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes
for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created. If so determined,
it will be a Test pass.

Title
Policy; Survey; Mortgage Loan Documents

18.
No Encroachments . To the Mortgage Loan Seller’s knowledge based solely on surveys obtained in connection with origination
and the lender’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy
with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan,
all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property
at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments
that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements
were obtained under the Title Policy.  No improvements on adjoining parcels encroach onto the related Mortgaged Property
except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which
insurance or endorsements were obtained under the Title Policy.  No improvements encroach upon any easements

18a

Review
the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised
value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged
Property, except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property
or for which insurance or endorsements were obtained under the Title Policy. If so determined, it will be a Test pass.

Survey;
Title Policy; Appraisal

18b

Review
the survey and Title Policy to determine if there exist improvements on adjoining parcels that encroach onto the Mortgaged Property
that materially and adversely affect the value and current use of such Mortgage Property and for which insurance or endorsements
were obtained under the Title Policy. If not so determined, it will be a Test pass.

Survey;
Title Policy; Appraisal

18c

Review
the survey and Title Policy to

Survey;
Title

Exhibit JJ-2- 21

Representations
and Warranties

 

Test

Review

Materials

except
for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property
or for which insurance or endorsements obtained with respect to the Title Policy.

determine
if there exist material improvements that encroach upon any easements except for encroachments the removal of which would not materially
and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect
to the Title Policy. If not so determined, it will be a Test pass.

Policy;
Appraisal

19.
No Contingent Interest or Equity Participation . No Mortgage Loan has a shared appreciation feature, any other contingent interest
feature or a negative amortization feature (except that an ARD Mortgage Loan may provide for the accrual of the portion of interest
in excess of the rate in effect prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller.

19

Review
the Mortgage Loan Documents for any shared appreciation feature or any other contingent interest feature, any negative amortization
feature (except that an ARD Mortgage Loan may provide for the accrual of the portion of interest in excess of the rate in effect
prior to the Anticipated Repayment Date) or an equity participation by the Mortgage Loan Seller. If no such feature is found with
respect to each part of this Test, it will be a Test pass.

Mortgage
Loan Documents

20.
REMIC . The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code
(but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage
loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination
did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan or related
Whole Loan is secured by an interest in real property (including permanently affixed buildings and structural components, such as
wiring, plumbing systems and central heating and air-conditioning systems, that are integrated into such buildings, serve such buildings
in their passive functions and do not produce or contribute to the production of income other than consideration for the use or occupancy
of space, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan (or related Whole
Loan) was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Whole

20a

Review
the origination settlement statement and Mortgage Note to determine if the proceeds advanced by the Mortgagee did not exceed the
non-contingent principal amount of the Mortgage Loan. If so determined, it will be a Test pass.

Origination
settlement statement; Mortgage Loan

20b

Review
the most recent appraisal and Mortgage Loan Documents to determine if either (a) the Mortgage Loan is secured by an interest in real
property (including permanently affixed buildings and structural components, such as wiring, plumbing systems and central heating
and air-conditioning systems, that are integrated into such buildings, serve such buildings in their passive functions and do not
produce or contribute to the production of income other than consideration for the use or occupancy of space, but excluding personal
property) having a fair market value (i) at the date the Mortgage Loan (or related Whole Loan) was originated at least equal to 80%
of the adjusted issue price of any Mortgage Loan (or

Appraisal;
Mortgage Loan Documents

Exhibit JJ-2- 22

Representations
and Warranties

 

Test

Review

Materials

Loan)
on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related
Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest must first
be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a
proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such
Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan
(other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).  If
the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under
Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of
such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date
of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii) , including the
proviso thereto.  For purposes of the preceding sentence, a Mortgage Loan will not be considered “significantly
modified” solely by reason of the borrower having been granted a COVID-19 related forbearance provided that: (a) such Mortgage
Loan forbearance is covered by Revenue Procedure 2020-26 (as amplified by Revenue Procedure 2021-12) by reason of satisfying the
requirements for such coverage stated in Section 5.02(2) of Revenue Procedure 2020-26 (as amplified by Revenue Procedure 2021-12);
and (b) the Mortgage Loan Seller identifies such Mortgage Loan and provides (x) the date on which such forbearance was granted, (y)
the length in months of the forbearance, and (z) how the payments in forbearance will be paid (that is, by extension of maturity,
change of amortization schedule, etc.) Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute
“customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2).  

related
Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the outstanding principal amount of the Mortgage Loan
(or related Whole Loan) on such date, provided that for purposes of clauses (i) and (ii) above, the fair market value of the real
property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to such Mortgage
Loan and (B) a proportionate amount of any lien that is in parity with such Mortgage Loan; or (b) substantially all of the proceeds
of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage
Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)).
If so determined, it will be a Test pass.

20c

Review
the MS Servicer Notices for an indication or other notation that the Mortgage Loan was modified prior to the Closing Date, and if
so, if the modification was made as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as
a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause
(B)(i) in the first sentence of representation and warranty 20 (substituting the date of the last such modification for the date
any Mortgage Loan was originated) or sub-clause (B)(ii) in the first sentence of representation and warranty 20, including the proviso
thereto. If there were any such modifications, and such a notation or other indication is found, it will be a Test pass.

MS
Servicer Notices

20d

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums and
Yield Maintenance Charges applicable to any Mortgage Loan do not constitute

MS
Servicer Notices

Exhibit JJ-2- 23

Representations
and Warranties

 

Test

Review

Materials

All
terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.

“customary
prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.

21.
Compliance with Usury Laws . The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge,
or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or
federal laws, regulations and other requirements pertaining to usury.

21a

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the terms of the Mortgage
Loan do not comply with applicable local, state, and federal laws in any material respect. If such a notation or other indication
is not found, it will be a Test pass.

MS
Servicer Notices

21b

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that any material requirements
pertaining to the origination of any Mortgage Loan, including but not limited to, usury and any and all other material requirements
of any federal, state or local law have not been complied with. If such a notation or other indication is not found, it will be a
Test pass.

MS
Servicer Notices

21c

Review
the Mortgage Loan Documents to determine if they provide that the Mortgage Loan complied with usury laws. If so determined, it will
be a Test pass.

Mortgage
Loan Documents

22.
Authorized to do Business . To the extent required under applicable law, as of the Cut-off Date or as
of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to transact and do business
in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and
adversely affect the enforceability of such Mortgage Loan by the Trust.

22

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the Mortgage Loan Seller
or any prior Mortgagee held the Mortgage Note, each such holder of the Mortgage Note was not authorized to transact or do business
in the jurisdiction in which each related Mortgaged Property is located. If such a notation or other indication is found, determine
whether the failure to be so authorized could not materially and adversely affect the enforceability of such Mortgage Loan by the
Trust. If so determined, it will be a Test pass.

MS
Servicer Notices

23.
Trustee under Deed of Trust . With respect to each Mortgage which is a deed of trust, as of the date of origination and, to
the Mortgage Loan Seller’s knowledge, as of the Closing

23

Review
the Mortgage Loan Documents to determine if a trustee is appointed.  If so determined, it will be a Test pass.

Mortgage
Loan Documents

Exhibit JJ-2- 24

Representations
and Warranties

 

Test

Review

Materials

Date,
a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been
substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable
law by the related mortgagee.

24.
Local Law Compliance . To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities,
a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or
other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for
similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, with
respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination
of such Mortgage Loan and as of the Cut-off Date, there are no material violations of applicable zoning ordinances, building codes
and land laws (collectively “ Zoning Regulations ”) other than those which (i) constitute a legal non-conforming
use or structure, as to which as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the
use of the structure immediately prior to a casualty or the inability to restore or repair to the full extent necessary to maintain
the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged
Property, (ii) are insured by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance
coverage in amounts customarily required by the Mortgage Loan Seller for loans originated for securitization that provides coverage
for additional costs to rebuild and/or repair the property to current Zoning Regulations or (iv) would not have a material
adverse effect on the Mortgage Loan.  The terms of the Loan Documents require the Mortgagor to comply in all material
respects with all applicable governmental regulations, zoning and building laws.

24a

Review
the zoning report and title policy for an indication that there are no material violations of applicable zoning ordinances, building
codes and land laws (collectively “ Zoning Regulations ”) with respect to the improvements located on or forming
part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related Whole Loan,
as applicable) or as of the Cut-off Date, other than those which (i) constitute a legal non-conforming use or structure, as to which
as the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately
prior to a casualty or the inability to restore or repair to the full extent necessary to maintain the use or structure immediately
prior to the casualty would not materially and adversely affect the use or operation of the Mortgaged Property, (ii) are insured
by the Title Policy or other insurance policy, (iii) are insured by law and ordinance insurance coverage in amounts customarily required
by the Mortgage Loan Seller for loans originated for securitization that provides coverage for additional costs to rebuild and/or
repair the property to current Zoning Regulations or (iv) would not have a material adverse effect on the Mortgage Loan. If such
indication is found, it will be a Test pass.

Zoning
Report; Title Policy

24b

Review
the Mortgage Loan Documents for provisions that require the Mortgagor to comply in all material respects with all applicable governmental
regulations, zoning and building laws. If such provisions are

Mortgage
Loan Documents

Exhibit JJ-2- 25

Representations
and Warranties

 

Test

Review

Materials

 

found, it will be a Test pass.

25. Licenses and Permits . Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Mortgage Loan Seller’s knowledge based upon a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, multifamily or, if applicable, manufactured housing community mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect.  The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

25a

Review the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.

Mortgage Loan Documents

25b

Review the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller had knowledge that any licenses, permits, franchises, certificates of occupancy and applicable governmental authorizations necessary for the operation of the Mortgaged Property are not in effect. If such a notation or other indication is not found, it will be a Test pass.

Mortgage Loan Documents; MS Servicer Notices

25c

Review the Mortgage Loan Documents for provisions requiring the related Mortgagor to be qualified to do business in the jurisdiction in which the Mortgaged Property is located. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

26. Recourse Obligations . The Mortgage Loan documents for each Mortgage Loan provide that (a) the related Mortgagor and at least one individual or entity shall be fully liable for actual losses, liabilities, costs and damages arising from certain acts of the related Mortgagor and/or its principals specified in the related Loan Documents, which acts generally include the following: (i) acts of fraud or intentional material misrepresentation, (ii) misapplication or misappropriation of rents (if after an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii) intentional material physical waste of the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste), and (iv) any breach of the environmental covenants contained in the related Loan Documents, and (b) the

26a

Review the Mortgage Loan documents for each Mortgage Loan for provisions outlined in clauses (a) (i) through (v) and (b) of the representation and warranty 26. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

Exhibit JJ-2- 26

Representations
and Warranties

 

Test

Review

Materials

Mortgage
Loan shall become full recourse to the related Mortgagor and at least one individual or entity, if the related Mortgagor files a
voluntary petition under federal or state bankruptcy or insolvency law.

27. Mortgage Releases .
The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion of the Mortgaged Property
from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, or partial Defeasance (as
defined in representation and warranty 32), in each case, of not less than a specified percentage at least equal to the lesser
of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding
principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance (as defined
in representation and warranty 32), (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property
which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any
material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the
Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation or taking
by a State or any political subdivision or authority thereof. With respect to any partial release (including in connection with any
partial Defeasance) under the preceding clauses (a) or (d) , either: (x) such release of collateral (i) would
not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2)
of the Treasury Regulations and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage”
within the meaning of Code Section 860G(a)(3)(A); or (y) the mortgagee or servicer can, in accordance with the related
Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the
effect specified in the immediately preceding

27a

Review
the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only
conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e)
of the first sentence of representation and warranty 27. If such provisions are found, it will be a Test pass.

Mortgage
Loan Documents

27b

Review
the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the
first sentence of representation and warranty 27 either: (x) such release of collateral (i) would not constitute a “significant
modification” of the subject Mortgage Loan within the meaning of Section 1.860G-2(b)(2) of the Treasury Regulations and (ii)
would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A);
or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the
related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x).
For purposes of the preceding clause (x), if the fair market value of the real property constituting such Mortgaged Property (reduced
by (1) the amount of any lien on the real property that is senior to the Mortgage Loan and (2) a proportionate amount of any lien
on the real property that is in parity with the Mortgage Loan) after the release is not equal to at least 80% of the principal balance
of the Mortgage Loan or Whole Loan, as applicable, outstanding after the release, the Mortgagor is required to make a payment of
principal in an amount not

Mortgage
Loan Documents

Exhibit JJ-2- 27

Representations
and Warranties

 

Test

Review

Materials

clause (x) .
For purposes of the preceding clause (x) , if the fair market value of the real
property constituting such Mortgaged Property (reduced by (1) the amount of any lien
on the real property that is senior to the Mortgage Loan and (2) a proportionate amount
of any lien on the real property that is in parity with the Mortgage Loan) after the release
is not equal to at least 80% of the principal balance of the Mortgage Loan (or Whole Loan,
as applicable) outstanding after the release, the Mortgagor is required to make a payment
of principal in an amount not less than the amount required by the REMIC Provisions.

In the case of any Mortgage Loan,
in the event of a condemnation or taking of any portion of a Mortgaged Property by a State or any political subdivision or authority
thereof, whether by legal proceeding or by agreement, the Mortgagor can be required to pay down the principal balance of the Mortgage
Loan in an amount not less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required
to be applied to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion
of the Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the
real property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is
senior to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage
Loan) is not equal to at least 80% of the remaining principal balance of the Mortgage Loan (or Whole Loan, as applicable).

No Mortgage Loan that is secured by
more than one Mortgaged Property or that is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged
Properties or a portion thereof, including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other
requirements of the REMIC Provisions.

less
than the amount required by the REMIC Provisions. If such provisions are found, it will be a Test pass.

27c

Review
the Mortgage Loan Documents for provisions stating that in the case of any Mortgage Loan, in the event of a taking of any portion
of a Mortgaged Property by a State or any political subdivision or authority thereof, whether by legal proceeding or by agreement,
the Mortgagor can be required to pay down the principal balance of the Mortgage Loan or Whole Loan, as applicable, in an amount not
less than the amount required by the REMIC Provisions and, to such extent, condemnation proceeds may not be required to be applied
to the restoration of the Mortgaged Property or released to the Mortgagor, if, immediately after the release of such portion of the
Mortgaged Property from the lien of the Mortgage (but taking into account the planned restoration) the fair market value of the real
property constituting the remaining Mortgaged Property (reduced by (1) the amount of any lien on the real property that is senior
to the Mortgage Loan and (2) a proportionate amount of any lien on the real property that is in parity with the Mortgage Loan) is
not equal to at least 80% of the remaining principal balance of the Mortgage Loan or Whole Loan, as applicable. If such provisions
are found, it will be a Test pass.

Mortgage
Loan Documents

27d

Review
the Mortgage Loan Documents for provisions stating that no Mortgage Loan that is secured by more than one Mortgaged Property or that
is a Crossed Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof,
including due to a partial condemnation, other than in compliance with the loan-to-value ratio and other requirements of the REMIC
Provisions. If such provisions are found, it will be a Test pass.

Mortgage
Loan Documents

Exhibit JJ-2- 28

Representations
and Warranties

 

Test

Review

Materials

28. Financial Reporting and Rent Rolls . Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements.

28a

Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

28b

Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

29.
Acts of Terrorism Exclusion . With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance
policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude
Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization
Act of 2019 (collectively referred to as “ TRIA ”), from coverage, or if such coverage is excluded, it is covered by
a separate terrorism insurance policy.  With respect to each other Mortgage Loan, the related special-form all-risk insurance
policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination
of the Mortgage Loan, and, to the Mortgage Loan Seller’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of
Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy.  With
respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the mortgagee from requiring coverage for
Acts of Terrorism, as defined in TRIA, or damages related thereto except to the extent that any right to require such coverage may be
limited by commercial

29a

Review the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance coverage review document for an indication that the special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude acts of terrorism, from coverage, or if they do, there exists a separate terrorism insurance policy related to the Mortgaged Property.  If such an indication is found, it will be a Test pass.

Mortgage Loan Documents; Insurance coverage review document

29b

Review the insurance policy to determine if, as of the Cut-off Date, the related special all-risk insurance policy and business interruption policy specifically excluded acts of terrorism from coverage, and if such coverage is excluded, the related Mortgaged Property was not covered by a separate terrorism insurance policy.  If not so determined, it will be a Test pass.

Mortgage Loan Documents; Insurance Policy

29c

Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of

Mortgage Loan Documents

Exhibit JJ-2- 29

Representations
and Warranties

 

Test

Review

Materials

availability
on commercially reasonable terms, or as otherwise indicated on Exhibit C of the related Mortgage
Loan Purchase Agreement, provided , however , that if TRIA or a similar or subsequent
statute is not in effect, then, provided that terrorism insurance is commercially
available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance,
but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage
more than two times the amount of the insurance premium that is payable in respect of the
property and business interruption/rental loss insurance required under the related Loan
Documents (without giving effect to the cost of terrorism and earthquake components of such
casualty and business interruption/rental loss insurance) at such time, and if the cost of
terrorism insurance exceeds such amount, the Mortgagor is required to purchase the maximum
amount of terrorism insurance available with funds equal to such amount.

Terrorism,
as defined in TRIA (as defined in representation and warranty 29), or damages related thereto, except to the extent that any right
to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on
Exhibit C to the applicable Mortgage Loan Purchase Agreement, provided, that if TRIA or a similar or subsequent statute is not in
effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to
carry terrorism insurance, but in such event the Mortgagor shall not be required to spend on terrorism insurance coverage more than
two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental loss insurance
required under the related Mortgage Loan Documents (without giving effect to the cost of terrorism and earthquake components of such
casualty and business interruption/rental loss insurance) at such time, and if the cost of terrorism insurance exceeds such amount,
the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such
provisions are not found, it will be a Test pass.

30.
Due on Sale or Encumbrance . Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale”
or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the
consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the
requirements of the related Loan Documents (which provide for transfers without the consent of the lender which are customarily acceptable
to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property, including, without
limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent

30a

Review
the Mortgage Loan Documents for “due on sale” or other such provisions for the acceleration of the payment of the unpaid
principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 30. If
such provisions are found, it will be a Test pass.

Mortgage
Loan Documents

30b

Review
the Mortgage Loan Documents for provisions that require that if Rating Agency fees are incurred in connection with the review of
and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees and
expenses incurred by the lender relative

Mortgage
Loan Documents

Exhibit JJ-2- 30

Representations
and Warranties

 

Test

Review

Materials

value
and functionality and transfers by leases entered into in accordance with the Loan Documents),
(a) the related Mortgaged Property, or any equity interest of greater than 50% in
the related Mortgagor, is directly or indirectly pledged, transferred or sold (in each case,
a “Transfer”), other than as related to (i) family and estate planning
Transfers or Transfers upon death or legal incapacity, (ii) Transfers to certain affiliates
as defined in the related Loan Documents, (iii) Transfers of less than, or other than,
a controlling interest in the related Mortgagor, (iv) Transfers to another holder
of direct or indirect equity in the Mortgagor, a specific Person designated in the related
Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents,
such as a qualified equityholder, (v) Transfers of stock or similar equity units in
publicly traded companies, (vi) a substitution or release of collateral within the
parameters of representations and warranties 27 and 32 or the exceptions thereto
set forth in Exhibit C of the Mortgage Loan Purchase Agreement, or (vii) by reason
of any mezzanine debt that existed at the origination of the related Mortgage Loan as set
forth on Schedule B-1 of Exhibit B of the Mortgage Loan Purchase Agreement, or future permitted
mezzanine debt in each case as set forth on Schedule B-2 to Exhibit B of the Mortgage Loan
Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate
lien or security interest against the related Mortgaged Property, other than (i) any
Companion Loan or any subordinate debt that existed at origination and is permitted under
the related Loan Documents, (ii) purchase money security interests, (iii) any
Crossed Mortgage Loan as set forth on Schedule B-3 to Exhibit B of the Mortgage Loan Purchase
Agreement or (iv) Permitted Encumbrances.  The Mortgage or other Loan
Documents provide that to the extent any Rating Agency fees are incurred in connection with
the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for
such payment along with all other reasonable fees and expenses incurred by the Mortgagee
relative to such transfer or encumbrance.

to
such transfer or encumbrance. If such provisions are found, it will be a Test pass.

31.
Single-Purpose Entity . Each Mortgage

31a

Review
the Mortgage Loan Documents

Mortgage
Loan

Exhibit JJ-2- 31

Representations
and Warranties

 

Test

Review

Materials

Loan
requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.  Both the
Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Balance in excess
of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Balance of $20 million
or more has a counsel’s opinion regarding non-consolidation of the Mortgagor.  For this purpose, a “ Single-Purpose
Entity ” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off
Date Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to
the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing
the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational
documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have
any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other
than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts
separate and apart from those of any other person (other than a Mortgagor for a Crossed Mortgage Loan), and that it holds itself out
as a legal entity, separate and apart from any other person or entity.

for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 31) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.

Documents

31b

Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $5 million, review the related Mortgage Loan Documents and the Mortgagor’s organizational documents for provisions that require the Mortgagor to be a Single-Purpose Entity. If the provisions exist, it will be a Test pass.

Mortgage Loan Schedule; Mortgage Loan Documents; Mortgagor’s organizational documents

31c

Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $20 million, review the Mortgagor’s Counsel Opinion regarding non-consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.

Mortgage Loan Schedule; Mortgagor’s Counsel Opinion

32.
Defeasance . With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “ Defeasance ”),
(i) the Loan Documents provide for Defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions
specified in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the
Mortgagor is permitted to pledge only United States “government securities” within the meaning of Section 1.860G-2(a)(8)(ii)
of the Treasury

32

Review
the Mortgage Loan Documents for provisions allowing the Mortgage Loan to be defeased, and if so, whether such Mortgage Loan Documents
contain the provisions described in clauses (i) through (vii) of representation and warranty 32. If such provisions are found, it
will be a Test pass.

Mortgage
Loan Documents

Exhibit JJ-2- 32

Representations
and Warranties

 

Test

Review

Materials

Regulations,
the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan
when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be
made without payment of a yield maintenance charge or prepayment penalty) or, if the Mortgage Loan is an ARD Loan, the entire principal
balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of
a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with
partial Defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal
amount equal to a specified percentage at least equal to the lesser of (a) 110% of the allocated loan amount for the real property
to be released and (b) the outstanding principal balance of the Mortgage Loan; (iv) the Mortgagor is required to provide
a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under
the Mortgage Note as set forth in clause (iii) above; (v) if the Mortgagor would continue to own assets in addition
to the Defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the mortgagee
may require such assumption) by a Single-Purpose Entity; (vi) the Mortgagor is required to provide an opinion of counsel that
the mortgagee has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Mortgagor
is required to pay all rating agency fees associated with Defeasance (if rating confirmation is a specific condition precedent thereto)
and all other reasonable expenses associated with Defeasance, including, but not limited to, accountant’s fees and opinions of
counsel.

33. Fixed Interest Rates . Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of any ARD Mortgage Loans and situations where default interest is imposed.

33

Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in the case of any ARD Mortgage Loans and situations where

Mortgage Loan Documents

Exhibit JJ-2- 33

Representations
and Warranties

 

Test

Review

Materials

default
interest is imposed. If such an indication is found, it will be a Test pass.

34. Ground Leases . For
purposes of the Mortgage Loan Purchase Agreement, a “ Ground Lease ” shall mean a lease creating a leasehold estate
in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land, or
with respect to air rights leases, the air, and buildings and other improvements, if any, comprising the premises demised under such
lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary
interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes
of conferring a tax abatement or other benefit.

With respect to any Mortgage
Loan where the Mortgage Loan is secured by a leasehold estate under a Ground Lease in whole or in part, and the related Mortgage
does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease
and any estoppel or other agreement received from the ground lessor in favor of the Mortgage Loan Seller, its successors and assigns,
the Mortgage Loan Seller represents and warrants that:

The Ground Lease or
a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording
in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest
of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee,
its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage;

The lessor under such
Ground Lease has agreed in a writing included in the related

34a

Review
the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 34), in whole
or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also
encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 34b through 34q.

Appraisal;
Title Policy; Mortgage Loan Documents

34b

Review
the Title Policy and Mortgage Loan Documents for an indication that the Ground Lease or memorandum has been recorded or submitted
for recordation. If such indication is found, it will be a Test pass.

Title
Policy; Mortgage Loan Documents

34c

Review
the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the interest of the lessee
is permitted to be encumbered by the Mortgage and does not restrict the use of the Mortgaged Property by such lessee, its successors
or assigns in a manner that would adversely affect the security provided by the Mortgage. If such indication is found, it will be
a Test pass.

Ground
Lease; estoppel or other agreement received from ground lessor

34d

Review
the Ground Lease received from the ground lessor for a provision that the Ground Lease may not be amended or modified or canceled
or terminated without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since
the origination of the Mortgage Loan except as reflected in any written instruments which are included in the related Mortgage File.
Review the MS Servicer Notices for an indication of such consent granted by the Mortgage Loan Seller since the origination of the
Mortgage Loan except as reflected in any instruments including in the related

Ground
Lease; MS Servicer Notices; estoppel or other agreement received from ground lessor

Exhibit JJ-2- 34

Representations
and Warranties

 

Test

Review

Materials

Mortgage
File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled
or terminated by agreement of lessor and lessee, without the prior written consent of the
lender, and no such consent has been granted by the Mortgage Loan Seller since the origination
of the Mortgage Loan except as reflected in any written instruments which are included in
the related Mortgage File;

The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may
be exercised, and will be enforceable, by either Mortgagor or the mortgagee) that extends not less than 20 years beyond the stated
maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated
maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);

The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage,
except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination,
non-disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;

The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable
to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder, and in the event it is
so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor;

The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of

Mortgage
File. If such a provision is found and no indication is found, it will be a Test pass.

34e

Review
the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that it has an original term
(or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable,
by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan,
or ten years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage
Loan that accrues on an actual 360 basis, substantially amortizes). If such an indication is found, it will be a Test pass.

Ground
Lease; estoppel or other agreement received from ground lessor

34f

Review
the Title Policy for an indication that the Ground Lease is either (i) is not subject to any liens or encumbrances superior to, or
of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or
(ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest
in the Mortgaged Property is subject. If either indication is found, it will be a Test pass.

Title
Policy; SNDA

34g

Review
the Ground Lease and any estoppel or other agreement received from the ground lessor for an indication that the Ground Lease does
not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder
of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder. If such indication is found, it
will be a Test pass.

Ground
Lease; estoppel

34h

Review
the Ground Lease for an indication that in the event it is so

Ground
Lease

Exhibit JJ-2- 35

Representations
and Warranties

 

Test

Review

Materials

such
Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default
under such Ground Lease and no condition that, but for the passage of time or giving of notice,
would result in a material default under the terms of such Ground Lease and to the Mortgage
Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing
Date;

The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of
any default, and provides that no notice of default or termination is effective against the lender unless such notice is given to the
lender;

A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the
lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the lender’s
receipt of notice of any default before the lessor may terminate the Ground Lease;

The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan
Seller in connection with loans originated for securitization;

Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together),
any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i)  de
minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in clause (k)
below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
proceeds are in excess of the threshold amount specified in the related Loan Documents) the lender or a trustee appointed by it having
the right to hold

assigned,
it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor. If
such indication is found, it will be a Test pass.

34i

Review
the MS Servicer Notices for notation that the Mortgage Loan Seller has received any written notice of material default under or notice
of termination of such Ground Lease. If no such notation is found, it will be a Test pass.

MS
Servicer Notices

34j

Review
the MS Servicer Notices for notation that to the Mortgage Loan Seller’s knowledge, there is a material default under such Ground
Lease or condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such
Ground Lease. If no such notation is found, it will be a Test pass.

MS
Servicer Notices

34k

Review
the MS Servicer Notices for a notation that to the Mortgage Loan Seller’s knowledge, such Ground Lease was not in full force
and effect as of the Closing Date. If no such notation is found, it will be a Test pass.

MS
Servicer Notices

34l

Review
the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor is required to give to
the lender written notice of any default, and provide that no notice of default or termination is effective against the lender unless
such notice is given to the lender. If such provisions are found, it will be a Test pass.

Ground
Lease; ancillary agreement

34m

Review
the Ground Lease and Related Documents for provisions that the lender is permitted a reasonable opportunity (including, where necessary,
sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default
under the Ground Lease which is curable after the lender’s receipt of notice of any

Ground
Lease and Related Documents

Exhibit JJ-2- 36

Representations
and Warranties

 

Test

Review

Materials

and
disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding
principal balance of the Mortgage Loan, together with any accrued interest;

In the case of a total or substantially
total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together),
any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total
or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first
to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and

Provided that the lender cures any
defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with lender upon termination of
the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.

default
before the lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.

34n

Review
the Ground Lease for provisions that impose any commercially unreasonable restrictions on subletting in connection with loans originated
for securitization. If no such provisions are found, it will be a Test pass.

Ground
Lease

34o

Review
the Ground Lease and any estoppel or other agreement received from the ground lessor and the related Mortgage and the Mortgage Loan
Documents for an indication that any related insurance proceeds or the portion of the condemnation award allocable to the ground
lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially
total loss or taking as addressed in clause (34(k)) will be applied either to the repair or to restoration of all or part of the
related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage
Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration
progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such
indications are found, it will be a Test pass.

Ground
Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents

34p

Review
the Ground Lease and any estoppel or other agreement received from ground lessor and the Mortgage Loan Documents for an indication
that, in the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement
and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to the
ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the

Ground
Lease; estoppel or other agreement received from ground lessor; Mortgage Loan Documents

Exhibit JJ-2- 37

Representations
and Warranties

 

Test

Review

Materials

 

extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such an indication is found, it will be a Test pass.

34q

Review the Ground Lease for provisions that, provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with the lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding. If such provisions are found, it will be a Test pass.

Ground Lease

35. Servicing . The servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.

35

Review the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Mortgage Loan Seller with respect to the Mortgage Loan was not in all material respects legal, or in accordance customary industry standards for servicing of commercial loans for conduit loan programs. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

36. Origination and Underwriting . The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the Mortgage Loan Purchase Agreement.

36

Review the MS Servicer Notices for notation to the effect that the origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have not been, in all material respects, legal and as of the date of its origination, such Mortgage Loan, or the origination thereof did not comply in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that representation and warranty 36 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the Mortgage Loan Purchase Agreement. If no such notation is found, it will be a

MS Servicer Notices; Mortgage Loan Purchase Agreement

Exhibit JJ-2- 38

Representations
and Warranties

 

Test

Review

Materials

Test
pass.

37. No Material Default; Payment Record . No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required payments since origination, and no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.  To the Mortgage Loan Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration, in the case of either clause (a) or clause (b) , materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided , however , that this representation and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Mortgage Loan Seller in Exhibit B to the Mortgage Loan Purchase Agreement. No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.

37a

Review the MS Servicer Notices for notation that (i) the Mortgage Loan has been more than 30 days delinquent, giving effect to any grace or cure period, in making required payments as of the Closing Date, or (ii) the Mortgage Loan was delinquent beyond any applicable grace or cure periods as of the Cut-off Date. If no such notation is found, it will be a Test pass.

MS Servicer Notices

37b

Review the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of (a) a material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) an event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration in the case of either clause (a) or clause (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property. If no such notation is found, it will be a Test pass.

MS Servicer Notices

38. Bankruptcy . As of the date of origination of the related Mortgage Loan and, to the Mortgage Loan Seller’s knowledge as of the Cut-off Date, no Mortgagor, guarantor or tenant occupying a single tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

38

Review the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that a Mortgagor, guarantor or tenant occupying a single-tenant property was a debtor in, a state or federal bankruptcy, insolvency or similar proceeding. If no such indication or notation is found, it will be a Test pass.

Lexis/Nexis (or comparable) search; MS Servicer Notices

39.
Organization of Mortgagor . With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents
of the Mortgagor delivered by the Mortgagor in connection with the origination

39a

Review
the organizational documents of the Mortgagor to determine if there are certified copies indicating that the Mortgagor is an entity
organized under the laws of a state of the United States

Organizational
Documents of the Mortgagor

Exhibit JJ-2- 39

Representations
and Warranties

 

Test

Review

Materials

of
such Mortgage Loan, the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia
or the Commonwealth of Puerto Rico.  Except with respect to any Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor
that is an Affiliate of another Mortgagor under another Mortgage Loan.  (An “ Affiliate ” for purposes
of this paragraph (39) means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.)

of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass.

39b

Review the MS Servicer Notices to determine if there is any indication that, except with respect to any Mortgage Loan that is a cross-collateralized and Crossed Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor under another Mortgage Loan. If such an indication is found, it will be a Test pass.

MS Servicer Notices; Prospectus

40. Environmental Conditions . A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ ESA ”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-13 or its successor, hereinafter “ Environmental Condition ”) at the related Mortgaged Property or the need for further investigation with respect to any Environmental Condition that was identified, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true:  (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, and the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related

40a

Review any ESA (as defined in representation and warranty 40) for indication that it met the ASTM requirements and was conducted by a reputable environmental consultant within 12 months prior to the origination date of the Mortgage Loan (or an update of a previous ESA prepared). If such an indication is found, it will be a Test pass.

ESA

40b

Review the ESA for an indication that it identified (i) the existence of a Recognized Environmental Condition at the related Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If no such indication is found, it will be a Test pass.

ESA

40c

Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation with respect to any Environmental Condition that was identified. If such an indication is found, the following test procedures (subparts 40c-1 through 40c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.

ESA; Escrow Statements; Mortgage Loan Documents

 

1.  Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the

Escrow statements

Exhibit JJ-2- 40

Representations
and Warranties

 

Test

Review

Materials

Mortgagor
that can reasonably be expected to mitigate the identified risk; (C) the Environmental
Condition identified in the related environmental report was remediated or abated in all
material respects prior to the Cut-Off Date, and, if and as appropriate, a no further action
or closure letter was obtained from the applicable governmental regulatory authority (or
the Environmental Condition affecting the related Mortgaged Property was otherwise listed
by such governmental authority as “closed” or a reputable environmental consultant
has concluded that no further action is required); (D) a secured creditor environmental
policy or a pollution legal liability insurance policy that covers liability for the Environmental
Condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s
Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.; (E) a
party not related to the Mortgagor was identified as the responsible party for such Environmental
Condition and such responsible party has financial resources reasonably estimated to be adequate
to address the situation; or (F) a party related to the Mortgagor having financial
resources reasonably estimated to be adequate to address the situation is required to take
action.  To the Mortgage Loan Seller’s knowledge, except as set forth
in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13
or its successor) at the related Mortgaged Property.

estimated
cost to cure any material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the
Mortgagor and is held by the related Mortgagee.

 

2.  Review
the ESA for an indication that if the only Environmental Condition relates to the presence of asbestos-containing materials, radon
in indoor air or lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a
plan, and if so, a review of the Mortgage Loan Documents indicates that an operations or maintenance plan has been required to be
instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk.

ESA;
Mortgage Loan Documents

 

3.  Review
any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental consultant
for an indication that any Environmental Condition identified in the ESA was remediated or abated in all material respects prior
to the Cut-off Date.

No
further action or closure letter regarding Environmental Condition

 

4.  Review
the insurance coverage review documents for an indication that a secured creditor environmental policy or a pollution legal liability
insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than A- (or the
equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings and/or Fitch Ratings, Inc.

Insurance
coverage review documents

 

5.  Review
the Mortgage Loan Documents for an indication that a party not related to the Mortgagor was identified as the responsible party for
the Environmental Condition and such responsible party has financial resources considered by the Mortgage Loan Seller to be adequate
to address the situation.

Mortgage
Loan Documents

6.  Review
the Mortgage Loan

Mortgage
Loan

Exhibit JJ-2- 41

Representations
and Warranties

 

Test

Review

Materials

 

 

Documents
for an indication that a party related to the Mortgagor having financial resources estimated by the Mortgage Loan Seller to be adequate
to address the situation is required to take action.

Documents

40d

Review
the MS Servicer Notices for notation of the Mortgage Loan Seller’s knowledge of any environmental condition at the Mortgaged
Property other than any set forth in the ESA or in the Prospectus. If no such notation is found, it will be a Test pass.

MS
Servicer Notices; ESA

41.
Appraisal . The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months
of the Mortgage Loan origination date, and within 12 months of the Closing Date.  The appraisal is signed by
an appraiser who is either a Member of the Appraisal Institute (“ MAI ”) and/or has been licensed and certified
to prepare appraisals in the state where the Mortgaged Property is located.  Each appraiser has represented in such
appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional
Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser
had no interest, direct or indirect, in the Mortgaged Property or the 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.

41a

Review
the appraisal to determine if it was dated within 6 months of the Mortgage Loan origination date and within 12 months of the Closing
Date. If so determined, it will be a Test pass.

Appraisal

41b

Review
the appraisal to determine if it includes an appraiser's certification or supplemental letter that indicates that the appraiser had
no interest, direct or indirect, in the Mortgagor, the Mortgaged Property or any loan made on the security of the Mortgaged Property.
If so determined, it will be a Test pass.

Appraisal

41c

Review
the appraisal to determine if it signed by an appraiser who is a Member of the Appraisal Institute (“ MAI ”) and/or
has been licensed and certified to prepare appraisals in the state where the Mortgaged Property is located, and that the appraiser's
compensation is not affected by the approval or disapproval of the Mortgage Loan. If so determined, it will be a Test pass.

Appraisal

41d

Review
the appraisal to determine if it includes documentation in the appraisal or a letter that the appraisal satisfies the requirements
of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal
Foundation. If so determined, it will be a Test pass.

Appraisal

42.
Mortgage Loan Schedule . The information pertaining to each Mortgage Loan which is set

42a

Review
the Mortgage Loan Schedule attached as Exhibit A to the related

Mortgage
Loan Schedule;

Exhibit JJ-2- 42

Representations
and Warranties

 

Test

Review

Materials

forth
in the mortgage loan schedule attached as Exhibit A to the related Mortgage Loan Purchase Agreement is true and correct in all material
respects as of the Cut-off Date and contains all information required by the Mortgage Loan Purchase Agreement to be contained therein.

Mortgage
Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the Prospectus (ii) Mortgage Loan Documents,
(iii) PSA, and (iv) asset summary report to determine if there are discrepancies between the documents.  If there are
no such discrepancies, it will be a Test pass.

Annex
A to Prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report

42b

Compare
the information in the Mortgage Loan Schedule to the requirements of the PSA to determine if they match. If there are no discrepancies,
it will be a Test pass.

Mortgage
Loan Schedule; PSA

43.
Cross-Collateralization . No Mortgage Loan is cross-collateralized or cross-defaulted with any mortgage loan that is outside
the Trust, except as set forth on Schedule B-3 to Exhibit B of the related Mortgage Loan Purchase Agreement.

43

Review
the Mortgage Loan Documents to determine if the Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage
Loan that is outside the Mortgage Pool, except as set forth on Schedule B-3 to Exhibit B of the related Mortgage Loan Purchase Agreement.

Mortgage
Loan Documents

44.
Advance of Funds by the Mortgage Loan Seller . After origination, no advance of funds has been made by the Mortgage Loan Seller
to the related Mortgagor other than in accordance with the Loan Documents, and, to the Mortgage Loan Seller’s knowledge, no
funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on
the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing,
amounts paid by the tenant(s) into a lender-controlled lockbox if required or contemplated under the related lease or Loan Documents).  Neither
the Mortgage Loan Seller nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage
Loan, other than contributions made on or prior to the Closing Date.

44a

Review
the MS Servicer Notices for a notation or other indication that an advancement of funds after origination had been made by the Mortgage
Loan Seller to the related Mortgagor other than in accordance with the Mortgage Loan Documents, or that funds have been received
from any person other than the related Mortgagor or an Affiliate for, or on account of, payments due on the Mortgage Loan (other
than as contemplated by the Mortgage Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid
by the tenant(s) into a lender controlled lockbox if required or contemplated under the related lease or Mortgage Loan Documents).
If such a notation or other indication is not found, it will be a Test pass.

MS
Servicer Notices

44b

Review
the Mortgage Loan Documents to determine if the Mortgage Loan Seller, or an Affiliate, has an obligation to make any capital contribution
to the Mortgagor under a Mortgage Loan, other than contributions made on or

Mortgage
Loan Documents

Exhibit JJ-2- 43

Representations
and Warranties

 

Test

Review

Materials

 

prior to the Closing Date. If not so determined, it will be a Test pass.

45. Compliance with Anti-Money Laundering Laws . The Mortgage Loan Seller has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan.

45

Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any Mortgage Loan, the failure to comply with which would have a material adverse effect on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

Exhibit JJ-2- 44

EXHIBIT KK

CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING ACCESS TO

SECURE DATA ROOM

 

Citibank, N.A.

388 Greenwich Street Trading, 4th Floor

New York, New York 10013

Attention: Citibank Agency & Trust - BMARK 2024-V10

Fax number: 212) 816-5527

Email: [email protected]

Attention:

Benchmark 2024-V10 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2024-V10 (the “Certificates”)

 

In accordance with the
requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of September 1, 2024
(the “ Pooling and Servicing Agreement ”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Rialto Capital Advisors, LLC, as the General Special
Servicer, Situs Holdings, LLC, as a Special Servicer solely with respect to the Bronx Terminal Market Whole Loan, Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Savings
Fund Society, FSB, as Trustee, with respect to the Certificates, the undersigned hereby certifies and agrees as follows:

 

1.

The
undersigned is an authorized representative of [________________________].

 

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.

KK- 1

 

4.

[The
undersigned is not a Holder, Beneficial Owner or prospective purchaser of any Certificate,
the Uncertificated VRR Interest Owner or a prospective purchaser of the Uncertificated VRR
Interest.] 1

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:

Dated:

[Citigroup Commercial Mortgage Securities Inc.

as Depositor] 1

By:

[Name]

[Title]

1 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.

KK- 2

EXHIBIT LL

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,

as Master Servicer

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division

Head

Fax number: (888) 706-3565

Email: [email protected]

Pentalpha Surveillance LLC

as Operating Advisor and Asset

Representations Reviewer

501 John James Audubon Parkway, Suite 401

Amherst, New York 14228

Attention: BMARK 2024-V10— Transaction

Manager

 

with a copy sent contemporaneously via email

to: [email protected]
(with

BMARK 2024-V10 in the subject line)

 

[Rialto Capital Advisors, LLC,

as a Special Servicer

Southeast Financial Center

200 S. Biscayne Blvd, Suite 3550

Miami, Florida 33131

Attention: Liat Heller, Jeff Krasnoff,
Niral

Shah and Adam Singer

Fax number: (305) 229-6425

Email: [email protected]

 

with copies sent contemporaneously via email

to: [email protected],

[email protected] and

[email protected]]

[Situs Holdings, LLC,

as a Special Servicer

2 Embarcadero Center, 8th Floor

San Francisco, California 94111

Attention: Stacey Ciarlanti

Email: [email protected]

[email protected]

 

with a copy to:

 

Situs Group, LLC

5065 Westheimer Road, Suite 700E

Houston, Texas 77056

Attention: Legal Department

Email: [email protected]]

Attention:

Benchmark 2024-V10 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2024-V10

In accordance with Section
11.01(a) of the Pooling and Servicing Agreement, dated as of September 1, 2024 (the “ Pooling and Servicing Agreement ”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Rialto Capital Advisors, LLC, as the General Special Servicer, Situs Holdings, LLC, as a Special Servicer solely
with respect to the Bronx Terminal Market Whole Loan, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Savings Fund Society, FSB, as Trustee, the Certificate Administrator hereby
notifies you that as of [RELATED DISTRIBUTION DATE]:

LL- 1

1.

_____
An additional Mortgage Loan has become a Delinquent Loan. *

 

2.

_____
A Mortgage Loan has ceased to be a Delinquent Loan. †

 

3.

_____ An
Asset Review Trigger has ceased to exist.

(check all that apply)

Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.

Citibank, N.A., as Certificate Administrator for the Holders of the BMARK 2024-V10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2024-V10

By:

[Name]

[Title]

*
Each additional Mortgage Loan that has become a Delinquent Loan is identified on Exhibit A hereto.

†
Each Mortgage Loan that has ceased to be a Delinquent Loan is identified on Exhibit B hereto.

LL- 2

Exhibit A

LL- 3

Exhibit B

LL- 4

EXHIBIT MM

Form
of Certificate Administrator Receipt in Respect of RISK

RETENTION Certificates

[Date]

 

[Name and Address of Retaining Party]

Re:

Benchmark 2024-V10
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-V10 (Citigroup
Commercial Mortgage Securities Inc. as Depositor)

In accordance with Section 5.02(f)
of the Pooling and Servicing Agreement, dated as of September 1, 2024 (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(es) to which the Subject Certificates belong, for the benefit of [Name 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.

CITIBANK, N.A.,

not
in its individual capacity

but solely as Certificate Administrator

By:

Name:

Title:

MM- 1

Schedule I

 

Certificates Registered in the Name of [Retaining
Party]

Class

(CUSIP)

Certificate

No.

Initial

Certificate Balance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MM- 2

EXHIBIT NN

INITIAL
SERVICED COMPANION LOAN HOLDERS

 

Serviced Companion

Loan

Initial Serviced Companion Loan

Holder

Address

Culver Collection

German American Capital

Corporation (Note A-1, Note A-2)

German American Capital Corporation

1 Columbus Circle

New York, New York 10019

Attention: Robert W. Pettinato, Jr.

Facsimile No.: (212) 797-4489

 

with a copy to:

 

German American Capital Corporation

1 Columbus Circle

New York, New York 10019

Attention: General Counsel

Facsimile No.: (646) 736-5721

Wells Fargo Bank, National

Association (Note A-3, Note A-4)

Wells Fargo Bank, National Association

Real Estate Capital Markets

30 Hudson Yards

62nd Floor

New York, NY 10001

Attention: Jeff Cirillo

Email: [email protected]

with a copy to:

 

Wells Fargo Bank, National Association

c/o Wells Fargo Commercial Mortgage Servicing

401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Facsimile No.: 844-879-5855

 

with an electronic copy emailed to:

[email protected]

 

HRCP Culver, LLC (Note B-1,

Note B-2)

Rialto Capital

767 Fifth Avenue, Suite 21A

New York, New York 10153

Attention: Eric Green and Samantha Chertoff

Email: [email protected]; [email protected]

 

Rialto Capital

200 S Biscayne Blvd., Suite 3550

Miami, Florida 33131

Attention: Dylan Burstyn and Sorana Georgescu

Email: [email protected]; [email protected]

 

Hines

345 Hudson Street, 12th Floor

NN- 1

New York, New York 10014

Attention: Gary Evans

Email: [email protected]

 

with a copy to:

 

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Victoria Shusterman

Email: [email protected]

Bronx Terminal Market

German American Capital

Corporation (Note A-1, Note A-2,

Note A-3, Note A-3, Note A-5)

German American Capital Corporation

1 Columbus Circle

New York, New York 10019

Attention: Robert W. Pettinato, Jr.

Facsimile No.: (212) 797-4489

 

with a copy to:

 

German American Capital Corporation

1 Columbus Circle

New York, New York 10019

Attention: General Counsel

Facsimile No.: (646) 736-5721

Starwood Mortgage Capital LLC

(Note A-6, Note A-7, Note A-8,

Note A-9, Note A-10, Note A-11)

Starwood Mortgage Capital LLC

4064 Colony Road, Suite 410

Charlotte, North Carolina 28211

Attention: Ms. Leslie K. Fairbanks

 

with a copy to:

 

Wells Fargo Commercial Mortgage Services, Inc.

Duke Energy Center

550 South Tryon St., 12th Floor

MAC D1086-120

Charlotte, North Carolina 28202

Attention: Asset Manager – Starwood Mortgage

Capital

Wells Fargo Bank, National

Association (Note A-12, Note A-

13, Note A-14, Note A-15, Note A-

16)

Wells Fargo Bank, National Association

Real Estate Capital Markets

30 Hudson Yards

62nd Floor

New York, NY 10001

Attention: Jeff Cirillo

Email: [email protected]

 

with a copy to:

 

Wells Fargo Bank, National Association

c/o Wells Fargo Commercial Mortgage Servicing

401 S. Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Facsimile No.: 844-879-5855

 

with an electronic copy emailed to:

[email protected]

NN- 2

Bank of America, N.A. (Note A-

17, Note A-18, Note A-19, Note A-

20, Note A-21)

Bank of America, N.A.

620 South Tryon Street

Mail Code: NC1-030-21-01

charlotte, North Carolina 28255

Attention: Steven L. Wasser

Email: [email protected]

 

with a copy to:

 

Bank of America Legal Department

One Bank of America Center

150 N. College Street, NC1-028-28-03

Charlotte, North Carolina 28255

Attention: Paul E. Kurzeja, Esq.

Email: [email protected]

 

and a copy by e-mail to:

 

Email: [email protected]

CPPIB Credit Investments III Inc.

(Note B)

CPPIB CREDIT INVESTMENTS III INC.

One Queen Street East, Suite 2500

Toronto, Ontario M5C 2W5

Attention: Geoffrey Souter and Umang Patel

Email: [email protected] and [email protected]

 

with a copy to:

 

Situs Asset Management, LLC

5065 Westheimer Road, Suite 700E

Houston, Texas 77056

Attention: Managing Director

Email address: [email protected]

 

and a copy to:

 

Situs Asset Management, LLC

6450 Sprint Parkway, Suite 100

Overland Park, KS 66211

Attention: Managing Director

Email address: [email protected]

 

and a copy to:

 

Arnold & Porter

250 West 55th Street

New York, NY 10019

Attention: Louis J. Hait

Email Address: [email protected]

Moffett Towers

Building D

Goldman Sachs Bank USA (Note A-2-2, Note A-3-1)

Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Scott Epperson

Email: [email protected] and gs-

[email protected]

 

with a copy to:

NN- 3

Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Structured Finance Legal (REFG)

Email: [email protected]

 

and:

 

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Lisa Pauquette, Esq.

Facsimile No.: (212) 504-6666

E-mail: [email protected]

DBR Investments Co. Limited (Note A-4, Note A-5-2, Note A-6-1)

DBR INVESTMENTS CO. LIMITED

1 Columbus Circle

New York, New York 10019

Attention: Robert W. Pettinato, Jr.

Facsimile No.: (212) 797-4489

E-mail: [email protected]

 

with a copy to:

 

DBR INVESTMENTS CO. LIMITED

1 Columbus Circle

New York, New York 10019

Attention: General Counsel

Facsimile No. (646) 736-5721

UBS AG, New York Branch (Note

A-9, Note A-10)

UBS AG, by and through its branch office at 1285

Avenue of the Americas,
New York, New York

1285 Avenue of the Americas

New York, New York 10019

Attention: Naja Armstrong

Email: [email protected]

 

with a copy to:

 

UBS AG, by and through its branch office at 1285

Avenue of the Americas,
New York, New York

1285 Avenue of the Americas

New York, New York 10019

Attention: Chad Eisenberger

Email: [email protected]

 

with a copy to:

 

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: Frank Polverino, Esq.

Facsimile No.: (212) 504-6666

Email: [email protected]

Culver Steps

DBR Investments Co. Limited

(Note A-1)

DBR Investments Co. Limited

1 Columbus Circle, 15th Floor

New York, New York 10019

NN- 4

 

Attention: Robert W. Pettinato,

Facsimile No.: (212) 797-4489

E-mail: [email protected]

 

with a copy to:

 

DBR Investments Co. Limited

1 Columbus Circle, 15th Floor

New York, New York 10019

Attention: General Counsel

Wells Fargo Bank, National

Association (Note A-2)

Wells Fargo Bank, National Association

30 Hudson Yards, 15th Floor

New York, New York 10001

Attention: A.J. Sfarra

Email: [email protected]

 

with a copy to:

 

Troy Stoddard, Esq.

Assistant General Counsel

Wells Fargo Legal Department

401 South Tryon Street, 26th Floor

MAC D1050-266

Charlotte, North Carolina 28202

Email: [email protected]

 

with a copy to (if by email):

[email protected] and [email protected]

NN- 5