BMO 2024-5C7 Mortgage Trust 8-K filed 2024

Item
9.01 – Financial Statements and Exhibits

Depositor

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EXHIBIT AA-1

FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER

RECORDING REQUESTED BY:

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Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-23A

550 South Tryon Street, 23rd Floor

Charlotte, North Carolina 28202

Attention: BMO 2024-5C8 Asset Manager

Facsimile number: (704) 715-0036

Email: [email protected]

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With a copy to:

K&L Gates LLP

300 South Tryon Street

Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: BMO 2024-5C8

Email: [email protected]

SPACE ABOVE THIS LINE FOR RECORDER’S USE

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LIMITED POWER OF ATTORNEY TO WELLS FARGO BANK, NATIONAL

ASSOCIATION,

FROM COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF

BMO 2024-5C8 MORTGAGE TRUST, COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2024-5C8

WHEREAS,
between BMO Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer (the “ Master
Servicer ”), Greystone Servicing Company LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset
representations reviewer, and Computershare Trust Company, National Association, as trustee (the “ Trustee ”) and as
certificate administrator, entered into a Pooling and Servicing Agreement dated as of December 1, 2024 (the “ PSA ”),
pertaining to a securitization trust formed for the benefit of the registered holders of the BMO 2024-5C8 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2024-5C8 (the “ Trust ”), and which provides in part that the Master Servicer shall
administer and service a certain “Mortgage Loan” and provide services to the “Mortgagors” as those terms are defined

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in the PSA, for the benefit
of the Trustee in accordance with the terms of the PSA and the Mort gage Loan; and

WHEREAS,
pursuant to the terms of the PSA, the Master 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 Master Servicer pursuant to Section 3.0l(b) of the PSA to grant this Limited Power of Attorney to the
Master Servicer to enable the Master Servicer to execute and deliver, on behalf of the Trustee, certain documents and instruments related
to the Mortgage Loan thereby empowering the Master 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:

Computershare
Trust Company, National Association, a nationally chartered banking association, not in its individual or banking capacity, but solely
in its capacity as trustee for the registered holders of the above referenced Trust (the “ Trustee ”)
under the PSA, does make, constitute and appoint Wells Fargo Bank, National Association, with principal corporate
offices at MAC D1086-23A, 550 South Tryon Street, Charlotte, North Carolina 28202, as Master 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 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 transfe rs 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 a Mortgage Loan owned
by the Trustee and serviced by the Master 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 such Mortgage Loan obligation
and the collection thereof including, without limitation, the execution of any

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and all instruments necessary
or appropriate in defense of and for the collection and enforcement of said Mortgage Loan
obligation in accordance with the terms of the PSA; (vii) to execute and deliver documents relating to the management, operation, maintenance,
repair, leasing and marketing of the Mortgaged 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 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 val ue
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 Master 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 Master Servicer, the
Master Servicer may not exercise any right, authority or power granted by this instrument in a manner which would violate the terms of
the PSA or the servicing standard imposed on the Master Servicer by the PSA, but any and all third parties dealing with the Master Servicer
as the Trustee's attorney-in-fact may rely completely, unconditionally and conclusively on the Master Servicer's authority and need not
make inquiry about whether the Master Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company, recorder's
office or other third party may rely upon a written statement by the Master Servicer that any particular loan or property in question
and the release thereof is subject to and included under this power of attorney and the PSA.

ARTICLE II

Any act or
thing lawfully done by the Master Servicer, and otherwise authorized under this Limited Power of Attorney, shall be binding on the Trustee
and the Trustee's successors and assigns.

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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;

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(ii)

the transfer of servicing under the PSA from the Master Servicer to another servicer;

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(iii)

the termination, resignation or removal of the Trustee as trustee of such Trust;

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(iv)

the appointment of a receiver or conservator with respect to the business of the Master Servicer;

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(v)

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

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(vi)

the termination of the PSA; or

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(vii)

the termination of the Master Servicer.

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

[SIGNATURE ON FOLLOWING
PAGE]

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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
_________________.

Computershare Trust Company, National Association, as Trustee for the benefit of the registered holders of BMO 2024-5C8 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2024-5C8

By:

Name:

Title:

Witness:

Witness:

&thinsp;

&thinsp;

STATE OF MARYLAND

)

)

ss .

COUNTY OF HOWARD

)

&thinsp;

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 Computershare Trust Company, National Association, a nationally chartered banking association,
and acknowledged to me that s/he executed the foregoing instrument on behalf of Computershare Trust Company, N.A., as Trustee, for the
benefit of the registered holders of BMO 2024-5C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-5C8.

Witness my hand and official seal.

Notary Public: [NOTARY]

My Commission expires [DATE]

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EXHIBIT AA-2

FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER

RECORDING REQUESTED BY:

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Greystone Servicing Company LLC

5221 N. O'Connor Blvd., Suite 800

Irving, Texas 75039

Attention: Amy Dixon, General Counsel

Email: [email protected]

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with a copy to:

Jenna Unell, Senior Managing Director

Email: [email protected]

and

Greg Frederking, Managing Director

Email: [email protected]

SPACE ABOVE THIS LINE FOR RECORDER’S USE

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LIMITED POWER OF ATTORNEY TO GREYSTONE SERVICING COMPANY
LLC,

FROM COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,

AS TRUSTEE, FOR THE BENEFIT OF THE HOLDERS OF

BMO 2024-5C8 MORTGAGE TRUST, COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2024-5C8

KNOW ALL BY THESE PRESENTS:

WHEREAS,
between BMO Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Greystone Servicing
Company LLC, as special servicer (the “ Special Servicer ”), Pentalpha Surveillance LLC, as operating advisor and as
asset representations reviewer, and Computershare Trust Company, National Association, as Trustee (the “ Trustee ”) and
certificate administrator, entered into a Pooling and Servicing Agreement dated as of December 1, 2024 (the “ PSA ”),
pertaining to a securitization trust formed for the benefit of the registered holders of the BMO 2024-5C8 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2024-5C8 (the “ Trust ”), and which provides in part that the Special Servicer shall
administer and service a certain “Mortgage Loan” and provide services to the “Mortgagors” as those terms are defined
in the PSA, for the benefit of the Trustee in accordance with the terms of the PSA and the Mort gage
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

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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:

Computershare
Trust Company, National Association, a nationally chartered banking association, not in its individual or banking capacity, but solely
in its capacity as trustee for the registered holders of the above referenced Trust (the “ Trustee ”)
under the PSA, does make, constitute and appoint Greystone Servicing Company LLC, with principal corporate offices at 5221 N. O’Connor
Blvd., Suite 800, Irving, Texas 75039, 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 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 transfe rs 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 a Mortgage Loan owned
by the Trustee and serviced by the Special 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 such Mortgage Loan obligation
and the collection thereof including, without limitation, the execution of any and all instruments necessary or appropriate in defense
of and for the collection and enforcement of said Mortgage Loan obligation in accordance
with the terms of the PSA; (vii) to execute and deliver documents relating to the management, operation, maintenance, repair, leasing
and marketing of the Mortgaged 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

AA-2- 2

thereunder; (ix) to enter into
lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements which may be requested
by the Mortgagors or their tenants in accordance with the terms of the Mortgage Loan; (x) to join the Mortgagor in granting, modifying
or releasing any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect
to the Mortgaged Property to the extent such does not adversely affect the val ue 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.

&thinsp;

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 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;

AA-2- 3

&thinsp;

(ii)

the transfer of servicing under the PSA from the Special Servicer to another servicer;

&thinsp;

(iii)

the termination, resignation or removal of the Trustee as trustee of such Trust;

&thinsp;

(iv)

the appointment of a receiver or conservator with respect to the business of the Special Servicer;

&thinsp;

(v)

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

&thinsp;

(vi)

the termination of the PSA; or

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(vii)

the termination of the Special Servicer.

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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]

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&thinsp;

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AA-2- 4

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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
_________________.

&thinsp;

Computershare Trust Company, National Association, as Trustee for the benefit of the registered holders of BMO 2024-5C8 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2024-5C8

By:

Name:

Title:

Witness:

Witness:

&thinsp;

&thinsp;

STATE OF MARYLAND

)

)

ss .

COUNTY OF HOWARD

)

&thinsp;

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 Computershare Trust Company, National Association, a nationally chartered banking association,
and acknowledged to me that s/he executed the foregoing instrument on behalf of Computershare Trust Company, N.A., as Trustee, for the
benefit of the registered holders of BMO 2024-5C8 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2024-5C8.

Witness my hand and official seal.

Notary Public: [NOTARY]

My Commission expires [DATE]

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EXHIBIT BB

[RESERVED]

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BB- 1

EXHIBIT CC-1

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[RESERVED]

CC-1- 1

EXHIBIT CC-2

[RESERVED]

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CC-2- 1

EXHIBIT DD

FORM OF NOTICE AND CERTIFICATION REGARDING
DEFEASANCE OF

MORTGAGE LOAN

&thinsp;

To:

Moody’s Investors Service, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Email: [email protected]

&thinsp;

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]

&thinsp;

Kroll Bond Rating Agency,
LLC

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

E-mail: [email protected]

From:

Wells Fargo Bank, National Association, in its capacity as Master Servicer (the “ Master Servicer ”)
under the Pooling and Servicing Agreement, dated as of December 1, 2024 (the “ Pooling and Servicing Agreement ”), between
BMO Commercial Mortgage Securities LLC, as Depositor, the Master Servicer, Greystone Servicing Company LLC, as Special Servicer, Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare Trust Company, National Association, as
Certificate Administrator and as Trustee.

Date:

____________, 20___

Re:

BMO 2024-5C8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-5C8 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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
The Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**

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

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

2. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
The defeasance was consummated on ____________, 20__.

3. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&hairsp;&hairsp;&hairsp; 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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
In accordance with the Loan Documents, the defeasance occurred such that:

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

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

5. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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
Corporation, (iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v)

DD- 2

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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause any
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x)&thinsp;not one of the ten largest Mortgage
Loans by Stated Principal Balance, (y)&thinsp;a

DD- 4

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

15. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer.

&thinsp;

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

&thinsp;

EXHIBIT B

Sample Perfected Security
Interest Representations

General:

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

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

2. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
[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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
[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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
[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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
[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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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. &thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;
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].

&thinsp;

&thinsp;

DD- 8

EXHIBIT EE

[ reserved ]

EE- 1

EXHIBIT FF-1

&thinsp;

FORM OF NOTICE REGARDING OUTSIDE

SERVICED MORTGAGE LOAN

([Queens Center Mortgage Loan])

[Date]

[Outside Trustee]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

[Outside Certificate Administrator]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

[Outside Master Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

[Outside Special Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

[Outside Operating Advisor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

[Outside Asset Representations Reviewer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

[Outside Custodian]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

&thinsp;

Re:

[Outside Securitization Trust], Commercial Mortgage Pass-Through Certificates, Series [_______]-[____]

Ladies and Gentlemen:

Reference is hereby made
to the Pooling and Servicing Agreement, dated as of [_________], 20[__] (the “ Lead Servicing Agreement ”), between [Outside
Depositor], as depositor, [Outside Servicer], as master servicer, [Outside Special Servicer], as special servicer, [Outside Operating
Advisor], as operating advisor and as asset representations reviewer, [Outside Certificate Administrator], as certificate administrator,
and [Outside Trustee], 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 December 1, 2024 (the “ 5C8 PSA ”), between BMO
Commercial Mortgage Securities LLC, as depositor (the “ 5C8 Depositor ”), Wells Fargo Bank, National Association, as

FF-1- 1

master servicer (in such capacity, the “ 5C8
Master Servicer ”), Greystone Servicing Company LLC, as special servicer (in such capacity, the “ 5C8 Special Servicer ”),
Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “ 5C8 Operating Advisor ”) and as asset representations
reviewer (in such capacity, the “ 5C8 Asset Representations Reviewer ”), and Computershare Trust Company, National Association,
as certificate administrator (in such capacity, the “ 5C8 Certificate Administrator ”) and as trustee (in such capacity,
the “ 5C8 Trustee ”), pursuant to which the BMO 2024-5C8 Mortgage Trust (the “ 5C8 Trust ”) was established
and a pool of commercial mortgage loans were transferred to the 5C8 Trust as of December 19, 2024 (the “ Closing Date ”),
including the following Serviced Companion Loan(s) (the “ Subject Serviced Companion Loan(s) ”):

Name of Mortgage
Loan as identified on

Mortgage Loan Schedule

Promissory
Note(s) evidencing Subject

Serviced Companion Loan

Queens
Center

Note
A-1-4-1, Note A-1-5, Note A-2-2-2, Note A-2-3, Note A-4-1-2 and Note A-4-2

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

1.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Computershare
Trust Company, National Association, as trustee under the 5C8 PSA, is the holder of the Subject Serviced Companion Loan(s). You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA, all amounts payable to (and such remittance
and wire transfer instructions shall make reference to the Loan Reference Number(s) as specified below), and to forward, deliver or otherwise
make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the holder of the Subject
Serviced Companion Loan(s) under the Lead Servicing Agreement and the related Co-Lender Agreement(s) and/or Intercreditor Agreement(s),
respectively. The wire instructions for Wells Fargo Bank, National Association, as 5C8 Master Servicer, are as follows:

&thinsp;

[INSERT WIRE INSTRUCTIONS
PROVIDED BY WELLS FARGO BANK, NATIONAL ASSOCIATION]

Loan Reference Number(s):
[_____]

2.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
contact information for the 5C8 Trustee, the 5C8 Certificate Administrator, the 5C8 Master Servicer, the 5C8 Special Servicer, the 5C8
Operating Advisor, the 5C8 Asset Representations Reviewer and the 5C8 Depositor with respect to the Subject Serviced Companion Loans is
as follows:

&thinsp;

FF-1- 2

&thinsp;

5C8
Trustee:

Computershare
Trust Company, National

Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services
(CMBS) –

BMO 2024-5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Certificate Administrator:

Computershare
Trust Company, National

Association

9062 Old Annapolis
Road

Columbia, Maryland
21045

Attention: Corporate
Trust Services – BMO 2024-

5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Master Servicer:

Wells
Fargo Bank, National Association

Commercial
Mortgage Servicing

MAC
D1086-23A

550
South Tryon Street, 23rd Floor

Charlotte,
North Carolina 28202

Attention:
BMO 2024-5C8 Asset Manager

Facsimile
number: (704) 715-0036

Email:
[email protected]

&thinsp;

with
a copy to:

&thinsp;

K&L
Gates LLP

300
South Tryon Street

Suite
1000

Charlotte,
North Carolina 28202

Attention:
Stacy G. Ackermann

Reference:
BMO 2024-5C8

Email: [email protected]

5C8
Special Servicer:

Greystone
Servicing Company LLC

5221
N. O’Connor Blvd., Suite 800

Irving,
Texas 75039

Attention:
Amy Dixon, General Counsel

Email:
[email protected]

FF-1- 3

&thinsp;

with
copies sent contemporaneously via email to

[email protected];

[email protected]

5C8
Operating Advisor and 5C8 Asset Representations Reviewer:

Pentalpha
Surveillance, LLC

501 John James Parkway, Suite 401

Amherst, New York 14228

Attention: BMO 2024-5C8—Transaction

Manager

&thinsp;

with copies sent contemporaneously via
email to

[email protected] (with BMO

2024-5C8 in the subject line)

5C8
Depositor:

BMO
Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian

and David Schell

Email: [email protected],

[email protected] and

[email protected]

&thinsp;

With a copy to:

&thinsp;

BMO Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

&thinsp;

&thinsp;

3.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
5C8 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

&thinsp;

4.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Enclosed
herewith is a copy of an executed version of the 5C8 PSA.

&thinsp;

5.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;As
of the date hereof, the Controlling Class Representative (as defined in the 5C8 PSA) under the 5C8 PSA is 400 Capital Management, LLC.

FF-1- 4

Very truly yours,

By:

Name:

Title:

FF-1- 5

EXHIBIT FF-2

&thinsp;

FORM OF NOTICE REGARDING OUTSIDE

SERVICED MORTGAGE LOAN

(ICONIQ Multifamily Portfolio Mortgage Loan)

&thinsp;

[Date]

Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-23A

550 South Tryon Street, 23rd Floor

Charlotte, North Carolina 28202

Attention: ICNQ 2024-MF Asset Manager

Fax Number: (704) 715-0036

Email:

[email protected]

with a copy to:

K&L Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: ICNQ 2024-MF

Fax Number: (704) 353-3190

Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: ICNQ 2024-MF-Surveillance

Manager

(with a copy sent contemporaneously
via

email to

[email protected])

Deutsche
Bank National Trust Company

1761 East St. Andrew Place

Santa Ana, California 92705-4934

Attention: Trust Administration –
ICNQ 2024-

MF

Facsimile number: (714) 656-2630

with a copy to:

Email: [email protected]

&thinsp;

&thinsp;

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Mike Jenkins

Email: [email protected]

with a copy to:

Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: [email protected]

Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: ICNQ 2024-MF – Surveillance

Manager (with a copy sent

contemporaneously via email to

[email protected])

Computershare
Trust Company, National

Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services
(CMBS) –

ICNQ 2024-MF

with a copy to:

[email protected];
[email protected]

FF-2- 1

Re:

ICNQ 2024-MF Commercial Mortgage Pass-Through
Certificates

Ladies and Gentlemen:

Reference is hereby made
to the Trust and Servicing Agreement, dated as of November 13, 2024 (the “ Lead Servicing Agreement ”), between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, KeyBank National
Association, as special servicer, Deutsche Bank National Trust Company, as certificate administrator, paying agent and custodian, Computershare
Trust Company, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor. 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 December 1, 2024 (the “ 5C8 PSA ”), between BMO
Commercial Mortgage Securities LLC, as depositor (the “ 5C8 Depositor ”), Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “ 5C8 Master Servicer ”), Greystone Servicing Company LLC, as special servicer
(in such capacity, the “ 5C8 Special Servicer ”), Pentalpha Surveillance LLC, as operating advisor (in such capacity,
the “ 5C8 Operating Advisor ”) and as asset representations reviewer (in such capacity, the “ 5C8 Asset Representations
Reviewer ”), and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “ 5C8
Certificate Administrator ”) and as trustee (in such capacity, the “ 5C8 Trustee ”), pursuant to which the BMO
2024-5C8 Mortgage Trust (the “ 5C8 Trust ”) was established and a pool of commercial mortgage loans were transferred
to the 5C8 Trust as of December 19, 2024 (the “ Closing Date ”), including the following Companion Loan(s) (the “ Subject
Serviced Companion Loan ”).

Name of Mortgage
Loan as identified on

Mortgage Loan Schedule

Promissory
Note(s) evidencing Subject

Serviced Companion Loan

ICONIQ
Multifamily Portfolio

Note
A-2, Note A-3-3 and Note A-6

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

1.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Computershare
Trust Company, National Association, as trustee under the 5C8 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the 5C8 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 Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the holder of the Subject
Serviced Companion Loan under the Lead Servicing Agreement and the related Co-Lender Agreement and/or Intercreditor Agreement, respectively.
The wire instructions for Wells Fargo Bank, National Association, as 5C8 Master Servicer, are as follows:

&thinsp;

FF-2- 2

[INSERT WIRE INSTRUCTIONS
PROVIDED BY WELLS FARGO BANK, NATIONAL ASSOCIATION]

Loan Reference Number:
[_____]

2.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
contact information for the 5C8 Trustee, the 5C8 Certificate Administrator, the 5C8 Master Servicer, the 5C8 Special Servicer, the 5C8
Operating Advisor, the 5C8 Asset Representations Reviewer and the 5C8 Depositor with respect to the Subject Serviced Companion Loans is
as follows:

&thinsp;

5C8
Trustee:

Computershare
Trust Company, National

Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services
(CMBS) –

BMO 2024-5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Certificate Administrator:

Computershare
Trust Company, National

Association

9062 Old Annapolis
Road

Columbia, Maryland
21045

Attention: Corporate
Trust Services – BMO 2024-

5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8 Master Servicer:

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-23A

550 South Tryon Street, 23rd Floor

Charlotte, North Carolina 28202

Attention: BMO 2024-5C8 Asset Manager

Facsimile number: (704) 715-0036

Email: [email protected]

&thinsp;

with a copy to:

&thinsp;

K&L Gates LLP

300 South Tryon Street

Suite 1000

FF-2- 3

&thinsp;

Charlotte,
North Carolina 28202

Attention:
Stacy G. Ackermann

Reference:
BMO 2024-5C8

Email:
[email protected]

5C8
Special Servicer:

Greystone
Servicing Company LLC

5221
N. O’Connor Blvd., Suite 800

Irving,
Texas 75039

Attention:
Amy Dixon, General Counsel

Email:
[email protected]

&thinsp;

with copies sent contemporaneously via
email to

[email protected];

[email protected]

5C8
Operating Advisor and 5C8 Asset Representations Reviewer:

Pentalpha
Surveillance, LLC

501 John James Parkway, Suite 401

Amherst, New York 14228

Attention: BMO 2024-5C8—Transaction

Manager

&thinsp;

with copies sent contemporaneously via
email to

[email protected] (with BMO

2024-5C8 in the subject line)

5C8
Depositor:

BMO
Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian

and David Schell

Email: [email protected],

[email protected] and

[email protected]

&thinsp;

With a copy to:

&thinsp;

BMO Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

&thinsp;

&thinsp;

FF-2- 4

3.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
5C8 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

&thinsp;

4.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Enclosed
herewith is a copy of an executed version of the 5C8 PSA.

&thinsp;

5.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;As
of the date hereof, the Controlling Class Representative (as defined in the 5C8 PSA) under the 5C8 PSA is 400 Capital Management, LLC.

Very truly yours,

By:

Name:

Title:

FF-2- 5

EXHIBIT FF-3

&thinsp;

FORM OF NOTICE REGARDING OUTSIDE

SERVICED MORTGAGE LOAN

(Tank Holding Portfolio Mortgage Loan, Signum at
375 Dean Mortgage Loan, 125

Summer Mortgage Loan and GRM South Brunswick Mortgage Loan)

[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]

&thinsp;

with a copy to:

&thinsp;

Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Email: [email protected]

Fax number: (816) 412-9338

&thinsp;

Computershare Trust Company, National

Association,

as Certificate Administrator and as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO

2024-5C7

With a copy to:

[email protected]

[email protected]

&thinsp;

Computershare Trust Company,

National Association, as Custodian

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group –BMO

2024-5C7

with a copy to:

[email protected]

&thinsp;

Greystone Servicing Company LLC

as Special Servicer

5221 N. O’Connor Blvd., Suite 800

Irving, Texas 75039

Attention: Amy Dixon, General Counsel

email: [email protected]

&thinsp;

with copies to:

&thinsp;

Jenna Unell, Senior Managing Director,

email: [email protected]

&thinsp;

and

&thinsp;

Greg Frederking, Managing Director

email: [email protected]

&thinsp;

&thinsp;

BellOak, LLC

as Operating Advisor and Asset

Representations Reviewer

200 N. Pacific Coast Highway, Suite 1400

El Segundo, California 90245

Attention: Reporting – BMO 2024-5C7

(with a copy sent contemporaneously via

email to [email protected])

FF-3- 1

&thinsp;

Re:

BMO 2024-5C7 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2024-5C7

Ladies and Gentlemen:

Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2024 (the “ Lead Servicing Agreement ”), between BMO Commercial
Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Greystone
Servicing Company LLC, as special servicer, BellOak, LLC, as operating advisor and as asset representations reviewer, and Computershare
Trust Company, National Association, as trustee and as certificate administrator. 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 December 1, 2024 (the “ 5C8 PSA ”), between BMO
Commercial Mortgage Securities LLC, as depositor (the “ 5C8 Depositor ”), Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “ 5C8 Master Servicer ”), Greystone Servicing Company LLC, as special servicer
(in such capacity, the “ 5C8 Special Servicer ”), Pentalpha Surveillance LLC, as operating advisor (in such capacity,
the “ 5C8 Operating Advisor ”) and as asset representations reviewer (in such capacity, the “ 5C8 Asset Representations
Reviewer ”), and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “ 5C8
Certificate Administrator ”) and as trustee (in such capacity, the “ 5C8 Trustee ”), pursuant to which the BMO
2024-5C8 Mortgage Trust (the “ 5C8 Trust ”) was established and a pool of commercial mortgage loans were transferred
to the 5C8 Trust as of December 19, 2024 (the “ Closing Date ”), including the following Companion Loan(s) (the “ Subject
Serviced Companion Loans ”):

Name of Mortgage
Loan as identified on

Mortgage Loan Schedule

Promissory
Note(s) evidencing Subject

Serviced Companion Loan(s)

Tank
Holding Portfolio

Note
A-3 and Note A-4

Signum
at 375 Dean

Note
A-5 and Note A-6

125
Summer

Note
A-3-2 and Note A-6-2

GRM
South Brunswick

Note
A-2 and Note A-3

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

1.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Computershare
Trust Company, National Association, as trustee under the 5C8 PSA, is the holder of the Subject Serviced Companion Loan(s). You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the 5C8 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

FF-3- 2

be, to Wells Fargo Bank, National Association,
as master servicer under the 5C8 PSA, all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to the holder of the Subject Serviced Companion Loans under the Lead Servicing Agreement and the
related Co-Lender Agreements, respectively. The wire instructions for Wells Fargo Bank, National Association, as 5C8 Master Servicer,
are as follows:

&thinsp;

[INSERT WIRE INSTRUCTIONS
PROVIDED BY WELLS FARGO BANK, NATIONAL ASSOCIATION]

Loan Reference Number:
[_____]

2.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
contact information for the 5C8 Trustee, the 5C8 Certificate Administrator, the 5C8 Master Servicer, the 5C8 Special Servicer, the 5C8
Operating Advisor, the 5C8 Asset Representations Reviewer and the 5C8 Depositor with respect to the Subject Serviced Companion Loans is
as follows:

&thinsp;

5C8 Trustee:

Computershare Trust Company, National

Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) –

BMO 2024-5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8 Certificate Administrator:

Computershare Trust Company, National

Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO 2024-

5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8 Master Servicer:

Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-23A

550 South Tryon Street, 23rd Floor

Charlotte, North Carolina 28202

Attention: BMO 2024-5C8 Asset Manager

Facsimile number: (704) 715-0036

FF-3- 3

&thinsp;

Email:
[email protected]

&thinsp;

with
a copy to:

&thinsp;

K&L
Gates LLP

300
South Tryon Street

Suite
1000

Charlotte,
North Carolina 28202

Attention:
Stacy G. Ackermann

Reference:
BMO 2024-5C8

Email:
[email protected]

5C8
Special Servicer:

Greystone
Servicing Company LLC

5221
N. O’Connor Blvd., Suite 800

Irving,
Texas 75039

Attention:
Amy Dixon, General Counsel

Email:
[email protected]

&thinsp;

with copies sent contemporaneously via
email to

[email protected];

[email protected]

5C8
Operating Advisor and 5C8 Asset Representations Reviewer:

Pentalpha
Surveillance, LLC

501 John James Parkway, Suite 401

Amherst, New York 14228

Attention: BMO 2024-5C8—Transaction

Manager

&thinsp;

with copies sent contemporaneously via
email to

[email protected] (with BMO

2024-5C8 in the subject line)

5C8
Depositor:

BMO Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian

and David Schell

Email: [email protected],

[email protected] and

[email protected]

&thinsp;

With a copy to:

&thinsp;

BMO Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

FF-3- 4

&thinsp;

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

&thinsp;

&thinsp;

3.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
5C8 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

&thinsp;

4.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Enclosed
herewith is a copy of an executed version of the 5C8 PSA.

&thinsp;

5.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;As
of the date hereof, the Controlling Class Representative (as defined in the 5C8 PSA) under the 5C8 PSA is 400 Capital Management, LLC.

Very
truly yours,

By:

Name:

Title:

FF-3- 5

EXHIBIT FF-4

&thinsp;

FORM OF NOTICE REGARDING OUTSIDE

SERVICED MORTGAGE LOAN

(Riverwalk West Mortgage Loan)

[Date]

[Outside Trustee]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

[Outside Certificate Administrator]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

[Outside Master Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

[Outside Special Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

[Outside Operating Advisor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

[Outside Asset Representations Reviewer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

[Outside Custodian]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

&thinsp;

Re:

[Outside Securitization Trust], Commercial
Mortgage Pass-Through Certificates, Series [_______]-[____]

Ladies and Gentlemen:

Reference is hereby made
to the Pooling and Servicing Agreement, dated as of [_________], 20[__] (the “ Lead Servicing Agreement ”), between [Outside
Depositor], as depositor, [Outside Servicer], as master servicer, [Outside Special Servicer], as special servicer, [Outside Operating
Advisor], as operating advisor and as asset representations reviewer, [Outside Certificate Administrator], as certificate administrator,
and [Outside Trustee], 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 December 1, 2024 (the “ 5C8 PSA ”), between BMO
Commercial Mortgage Securities LLC, as depositor (the “ 5C8 Depositor ”), Wells Fargo Bank, National Association, as

FF-4- 1

master servicer (in such capacity, the “ 5C8
Master Servicer ”), Greystone Servicing Company LLC, as special servicer (in such capacity, the “ 5C8 Special Servicer ”),
Pentalpha Surveillance LLC, as operating advisor (in such capacity, the “ 5C8 Operating Advisor ”) and as asset representations
reviewer (in such capacity, the “ 5C8 Asset Representations Reviewer ”), and Computershare Trust Company, National Association,
as certificate administrator (in such capacity, the “ 5C8 Certificate Administrator ”) and as trustee (in such capacity,
the “ 5C8 Trustee ”), pursuant to which the BMO 2024-5C8 Mortgage Trust (the “ 5C8 Trust ”) was established
and a pool of commercial mortgage loans were transferred to the 5C8 Trust as of December 19, 2024 (the “ Closing Date ”),
including the following Serviced Companion Loan(s) (the “ Subject Serviced Companion Loan(s) ”):

Name
of Mortgage Loan as identified on

Mortgage Loan Schedule

Promissory
Note(s) evidencing Subject

Serviced Companion Loan(s)

Riverwalk
West

Note
A-3 and Note A-5

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

1.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Computershare
Trust Company, National Association, as trustee under the 5C8 PSA, is the holder of the Subject Serviced Companion Loan(s). You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA, all amounts payable to (and such remittance
and wire transfer instructions shall make reference to the Loan Reference Number(s) as specified below), and to forward, deliver or otherwise
make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the holder of the Subject
Serviced Companion Loan(s) under the Lead Servicing Agreement and the related Co-Lender Agreement(s) and/or Intercreditor Agreement(s),
respectively. The wire instructions for Wells Fargo Bank, National Association, as 5C8 Master Servicer, are as follows:

&thinsp;

[INSERT WIRE INSTRUCTIONS
PROVIDED BY WELLS FARGO BANK, NATIONAL ASSOCIATION]

Loan Reference Number(s):
[_____]

2.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
contact information for the 5C8 Trustee, the 5C8 Certificate Administrator, the 5C8 Master Servicer, the 5C8 Special Servicer, the 5C8
Operating Advisor, the 5C8 Asset Representations Reviewer and the 5C8 Depositor with respect to the Subject Serviced Companion Loans is
as follows:

&thinsp;

FF-4- 2

&thinsp;

5C8 Trustee:

Computershare
Trust Company, National

Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services
(CMBS) –

BMO 2024-5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Certificate Administrator:

Computershare
Trust Company, National

Association

9062 Old Annapolis
Road

Columbia, Maryland
21045

Attention: Corporate
Trust Services – BMO 2024-

5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Master Servicer:

Wells
Fargo Bank, National Association

Commercial
Mortgage Servicing

MAC
D1086-23A

550
South Tryon Street, 23rd Floor

Charlotte,
North Carolina 28202

Attention:
BMO 2024-5C8 Asset Manager

Facsimile
number: (704) 715-0036

Email:
[email protected]

&thinsp;

with
a copy to:

&thinsp;

K&L
Gates LLP

300
South Tryon Street

Suite
1000

Charlotte,
North Carolina 28202

Attention:
Stacy G. Ackermann

Reference:
BMO 2024-5C8

Email: [email protected]

5C8 Special Servicer:

Greystone
Servicing Company LLC

5221
N. O’Connor Blvd., Suite 800

Irving,
Texas 75039

Attention:
Amy Dixon, General Counsel

Email:
[email protected]

FF-4- 3

&thinsp;

with copies sent contemporaneously via
email to

[email protected];

[email protected]

5C8
Operating Advisor and 5C8 Asset Representations Reviewer:

Pentalpha
Surveillance, LLC

501 John James Parkway, Suite 401

Amherst, New York 14228

Attention: BMO 2024-5C8—Transaction

Manager

&thinsp;

with copies sent contemporaneously via
email to

[email protected] (with BMO

2024-5C8 in the subject line)

5C8
Depositor:

BMO
Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian

and David Schell

Email: [email protected],

[email protected] and

[email protected]

&thinsp;

With a copy to:

&thinsp;

BMO Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

&thinsp;

&thinsp;

3.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
5C8 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

&thinsp;

4.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Enclosed
herewith is a copy of an executed version of the 5C8 PSA.

&thinsp;

5.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;As
of the date hereof, the Controlling Class Representative (as defined in the 5C8 PSA) under the 5C8 PSA is 400 Capital Management, LLC.

FF-4- 4

Very truly yours,

By:

Name:

Title:

FF-4- 5

EXHIBIT FF-5

&thinsp;

FORM OF NOTICE REGARDING OUTSIDE

SERVICED MORTGAGE LOAN

(Riverwalk West Mortgage Loan)

[TO BE SENT UPON SECURITIZATION OF THE RELATED CONTROLLING
PARI

PASSU COMPANION LOAN]

[Date]

[Outside Trustee]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

[Outside Certificate Administrator]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

[Outside Master Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

[Outside Special Servicer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

[Outside Operating Advisor]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

[Outside Asset Representations Reviewer]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

[Outside Custodian]

[Address Line 1]

[Address Line 2]

Attn: [Contact Person]

&thinsp;

&thinsp;

Re:

[Outside Securitization Trust], Commercial
Mortgage Pass-Through Certificates, Series [_______]-[____]

Ladies and Gentlemen:

Reference is hereby made
to the Pooling and Servicing Agreement, dated as of [_________], 20[__] (the “ Lead Servicing Agreement ”), between [Outside
Depositor], as depositor, [Outside Servicer], as master servicer, [Outside Special Servicer], as special servicer, [Outside Operating
Advisor], as operating advisor and as asset representations reviewer, [Outside Certificate Administrator], as certificate administrator,
and [Outside Trustee], as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Lead Servicing
Agreement.

FF-5- 1

The undersigned is the certificate
administrator under the Pooling and Servicing Agreement, dated as of December 1, 2024 (the “ 5C8 PSA ”), between BMO
Commercial Mortgage Securities LLC, as depositor (the “ 5C8 Depositor ”), Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “ 5C8 Master Servicer ”), Greystone Servicing Company LLC, as special servicer
(in such capacity, the “ 5C8 Special Servicer ”), Pentalpha Surveillance LLC, as operating advisor (in such capacity,
the “ 5C8 Operating Advisor ”) and as asset representations reviewer (in such capacity, the “ 5C8 Asset Representations
Reviewer ”), and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “ 5C8
Certificate Administrator ”) and as trustee (in such capacity, the “ 5C8 Trustee ”), pursuant to which the BMO
2024-5C8 Mortgage Trust (the “ 5C8 Trust ”) was established and a pool of commercial mortgage loans were transferred
to the 5C8 Trust as of December 19, 2024 (the “ Closing Date ”), including the following Serviced Companion Loan(s) (the
“ Subject Serviced Companion Loan(s) ”):

Name of Mortgage
Loan as identified on

Mortgage Loan Schedule

Promissory
Note(s) evidencing Subject

Serviced Companion Loan(s)

Riverwalk
West

Note
A-3 and Note A-5

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

1.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Computershare
Trust Company, National Association, as trustee under the 5C8 PSA, is the holder of the Subject Serviced Companion Loan(s). You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA, all amounts payable to (and such remittance
and wire transfer instructions shall make reference to the Loan Reference Number(s) as specified below), and to forward, deliver or otherwise
make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the holder of the Subject
Serviced Companion Loan(s) under the Lead Servicing Agreement and the related Co-Lender Agreement(s) and/or Intercreditor Agreement(s),
respectively. The wire instructions for Wells Fargo Bank, National Association, as 5C8 Master Servicer, are as follows:

&thinsp;

[INSERT WIRE INSTRUCTIONS
PROVIDED BY WELLS FARGO BANK, NATIONAL ASSOCIATION]

Loan Reference Number(s):
[_____]

2.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
contact information for the 5C8 Trustee, the 5C8 Certificate Administrator, the 5C8 Master Servicer, the 5C8 Special Servicer, the 5C8
Operating Advisor, the 5C8 Asset Representations Reviewer and the 5C8 Depositor with respect to the Subject Serviced Companion Loans is
as follows:

&thinsp;

FF-5- 2

&thinsp;

5C8 Trustee:

Computershare
Trust Company, National

Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services
(CMBS) –

BMO 2024-5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Certificate Administrator:

Computershare
Trust Company, National

Association

9062 Old Annapolis
Road

Columbia, Maryland
21045

Attention: Corporate
Trust Services – BMO 2024-

5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Master Servicer:

Wells
Fargo Bank, National Association

Commercial
Mortgage Servicing

MAC
D1086-23A

550
South Tryon Street, 23rd Floor

Charlotte,
North Carolina 28202

Attention:
BMO 2024-5C8 Asset Manager

Facsimile
number: (704) 715-0036

Email:
[email protected]

&thinsp;

with
a copy to:

&thinsp;

K&L
Gates LLP

300
South Tryon Street

Suite
1000

Charlotte,
North Carolina 28202

Attention:
Stacy G. Ackermann

Reference:
BMO 2024-5C8

Email: [email protected]

5C8 Special Servicer:

Greystone
Servicing Company LLC

5221
N. O’Connor Blvd., Suite 800

Irving,
Texas 75039

Attention:
Amy Dixon, General Counsel

Email:
[email protected]

FF-5- 3

&thinsp;

&thinsp;

with copies sent contemporaneously via
email to

[email protected];

[email protected]

5C8
Operating Advisor and 5C8 Asset Representations Reviewer:

Pentalpha
Surveillance, LLC

501 John James Parkway, Suite 401

Amherst, New York 14228

Attention: BMO 2024-5C8—Transaction

Manager

&thinsp;

with copies sent contemporaneously via
email to

[email protected] (with BMO

2024-5C8 in the subject line)

5C8
Depositor:

BMO
Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian

and David Schell

Email: [email protected],

[email protected] and

[email protected]

&thinsp;

With a copy to:

&thinsp;

BMO Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

&thinsp;

&thinsp;

3.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
5C8 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

&thinsp;

4.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Enclosed
herewith is a copy of an executed version of the 5C8 PSA.

&thinsp;

5.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;As
of the date hereof, the Controlling Class Representative (as defined in the 5C8 PSA) under the 5C8 PSA is 400 Capital Management, LLC.

FF-5- 4

Very truly yours,

By:

Name:

Title:

FF-5- 5

EXHIBIT FF-6

&thinsp;

FORM OF NOTICE REGARDING OUTSIDE

SERVICED MORTGAGE LOAN

(Linx Mortgage Loan and Northbridge Centre Mortgage
Loan)

&thinsp;

[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]

&thinsp;

with a copy to:

&thinsp;

Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338

&thinsp;

Computershare Trust Company, National

Association,

as Certificate Administrator and as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO

2024-5C6

&thinsp;

With a copy to:

&thinsp;

[email protected]

[email protected]

&thinsp;

&thinsp;

LNR Partners, LLC

as Special Servicer

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Arnold

Shulkin

with a copy to:

[email protected]

[email protected]

[email protected]

Pentalpha Surveillance, LLC

as Operating Advisor and Asset

Representations Reviewer

501 John James Parkway, Suite 401

Amherst, New York 14228

Attention: BMO 2024-5C6—Transaction Manager

&thinsp;

with copies sent contemporaneously via email to

[email protected]
(with BMO

2024-5C6 in the subject line)

&thinsp;

Computershare Trust Company, National

Association

as Custodian

1055 10th Avenue SE

Minneapolis, Minnesota 55414

&thinsp;

FF-6- 1

&thinsp;

Attention: Document Custody Group –

BMO 2024-5C6

with a copy to:

[email protected]

&thinsp;

&thinsp;

Re:

BMO 2024-5C6 Mortgage Trust, Commercial Mortgage

Pass-Through Certificates, Series 2024-5C6

Ladies and Gentlemen:

Reference is hereby made
to the Pooling and Servicing Agreement, dated as of September 1, 2024 (the “ Lead Servicing Agreement ”), between BMO
Commercial Mortgage Securities LLC, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
LNR Partners, LLC, as special servicer, Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, Computershare
Trust Company, National Association, as certificate administrator, and Computershare Trust Company, 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 December 1, 2024 (the “ 5C8 PSA ”), between BMO
Commercial Mortgage Securities LLC, as depositor (the “ 5C8 Depositor ”), Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “ 5C8 Master Servicer ”), Greystone Servicing Company LLC, as special servicer
(in such capacity, the “ 5C8 Special Servicer ”), Pentalpha Surveillance LLC, as operating advisor (in such capacity,
the “ 5C8 Operating Advisor ”) and as asset representations reviewer (in such capacity, the “ 5C8 Asset Representations
Reviewer ”), and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “ 5C8
Certificate Administrator ”) and as trustee (in such capacity, the “ 5C8 Trustee ”), pursuant to which the BMO
2024-5C8 Mortgage Trust (the “ 5C8 Trust ”) was established and a pool of commercial mortgage loans were transferred
to the 5C8 Trust as of December 19, 2024 (the “ Closing Date ”), including the following Serviced Companion Loan(s) (the
“ Subject Serviced Companion Loans ”).

Name of Mortgage
Loan as identified on

Mortgage Loan Schedule

Promissory
Note(s) evidencing Subject

Serviced Companion Loan(s)

Linx

Note
A-3

Northbridge
Centre

Note
A-4

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

1.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Computershare
Trust Company, National Association, as trustee under the 5C8 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA, all amounts payable to (and such remittance
and wire transfer instructions shall make reference to the Loan Reference

FF-6- 2

Number as specified below), and to forward,
deliver or otherwise make available, as the case may be, to Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA,
all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available
to the holder of the Subject Serviced Companion Loans under the Lead Servicing Agreement and the related Co-Lender Agreements and/or Intercreditor
Agreements, respectively. The wire instructions for Wells Fargo Bank, National Association, as 5C8 Master Servicer, are as follows:

&thinsp;

[INSERT WIRE INSTRUCTIONS
PROVIDED BY WELLS FARGO BANK, NATIONAL ASSOCIATION]

Loan Reference Number:
[_____]

2.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
contact information for the 5C8 Trustee, the 5C8 Certificate Administrator, the 5C8 Master Servicer, the 5C8 Special Servicer, the 5C8
Operating Advisor, the 5C8 Asset Representations Reviewer and the 5C8 Depositor with respect to the Subject Serviced Companion Loans is
as follows:

&thinsp;

5C8
Trustee:

Computershare
Trust Company, National

Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services
(CMBS) –

BMO 2024-5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Certificate Administrator:

Computershare
Trust Company, National

Association

9062 Old Annapolis
Road

Columbia, Maryland
21045

Attention: Corporate
Trust Services – BMO 2024-

5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Master Servicer:

Wells
Fargo Bank, National Association

Commercial
Mortgage Servicing

MAC
D1086-23A

550
South Tryon Street, 23rd Floor

Charlotte,
North Carolina 28202

FF-6- 3

&thinsp;

Attention:
BMO 2024-5C8 Asset Manager

Facsimile
number: (704) 715-0036

Email:
[email protected]

&thinsp;

with
a copy to:

&thinsp;

K&L
Gates LLP

300
South Tryon Street

Suite
1000

Charlotte,
North Carolina 28202

Attention:
Stacy G. Ackermann

Reference:
BMO 2024-5C8

Email:
[email protected]

5C8
Special Servicer:

Greystone
Servicing Company LLC

5221
N. O’Connor Blvd., Suite 800

Irving,
Texas 75039

Attention:
Amy Dixon, General Counsel

Email:
[email protected]

&thinsp;

with copies sent contemporaneously via
email to

[email protected];

[email protected]

5C8
Operating Advisor and 5C8 Asset Representations Reviewer:

Pentalpha
Surveillance, LLC

501 John James Parkway, Suite 401

Amherst, New York 14228

Attention: BMO 2024-5C8—Transaction
Manager

&thinsp;

with copies sent contemporaneously via
email to

[email protected] (with BMO

2024-5C8 in the subject line)

5C8
Depositor:

BMO
Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian

and David Schell

Email: [email protected],

[email protected] and

[email protected]

&thinsp;

With a copy to:

&thinsp;

FF-6- 4

&thinsp;

BMO Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

&thinsp;

&thinsp;

3.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
5C8 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

&thinsp;

4.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Enclosed
herewith is a copy of an executed version of the 5C8 PSA.

&thinsp;

5.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;As
of the date hereof, the Controlling Class Representative (as defined in the 5C8 PSA) under the 5C8 PSA is 400 Capital Management, LLC.

Very
truly yours,

By:

Name:

Title:

FF-6- 5

EXHIBIT FF-7

&thinsp;

FORM OF NOTICE REGARDING OUTSIDE

SERVICED MORTGAGE LOAN

(Atrium Hotel Portfolio 24 Pack Mortgage Loan)

[Date]

Wells
Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086-23A

550 South Tryon Street, 23rd Floor

Charlotte, North Carolina 28202

Attention: AHPT 2024-ATRM Asset Manager

Fax Number: (704) 715-0036

Email: [email protected]

with a copy to:

K&L Gates LLP

300 South Tryon Street, Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: AHPT 2024-ATRM

Fax Number: (704) 353-3190

Computershare
Trust Company, National

Association

9062 Old Annapolis Road

Columbia,
Maryland 21045

Attention:
Corporate Trust Services (CMBS) –

AHPT
2024-ATRM

Email:

[email protected];

[email protected]

Computershare Trust Company, National

Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group - Atrium

Hotel Portfolio Trust 2024- ATRM

with a copy to:

Email: [email protected]

Pentalpha Surveillance LLC

501 John James Audubon Parkway, Suite 401

Amherst, New York 14228

Attention: GS Mortgage Securities Corporation

Trust 2024-ATRM Transaction Manager

with a copy sent via email to:

[email protected] (with

AHPT 2024-ATRM in the subject line)

CWCapital
Asset Management LLC

900 19th Street NW, 8th Floor

Washington, D.C. 20006

Attention: Legal Department (AHPT 2024-

ATRM)

with a copy to:

Email:[email protected]

Re:

Atrium Hotel Portfolio Trust 2024-ATRM, Commercial
Mortgage Pass-Through Certificates, Series 2024-ATRM

Ladies and Gentlemen:

Reference is hereby made
to the Trust and Servicing Agreement, dated as of October 23, 2024 (the “ Lead Servicing Agreement ”), between GS Mortgage
Securities Corporation II, as depositor, Wells Fargo Bank, National Association, as servicer, CWCapital Asset Management LLC, as special
servicer, Computershare Trust Company, National Association, as certificate

FF-7- 1

administrator, custodian and trustee, and Pentalpha
Surveillance LLC, as operating advisor. 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 December 1, 2024 (the “ 5C8 PSA ”), between BMO
Commercial Mortgage Securities LLC, as depositor (the “ 5C8 Depositor ”), Wells Fargo Bank, National Association, as
master servicer (in such capacity, the “ 5C8 Master Servicer ”), Greystone Servicing Company LLC, as special servicer
(in such capacity, the “ 5C8 Special Servicer ”), Pentalpha Surveillance LLC, as operating advisor (in such capacity,
the “ 5C8 Operating Advisor ”) and as asset representations reviewer (in such capacity, the “ 5C8 Asset Representations
Reviewer ”), and Computershare Trust Company, National Association, as certificate administrator (in such capacity, the “ 5C8
Certificate Administrator ”) and as trustee (in such capacity, the “ 5C8 Trustee ”), pursuant to which the BMO
2024-5C8 Mortgage Trust (the “ 5C8 Trust ”) was established and a pool of commercial mortgage loans were transferred
to the 5C8 Trust as of December 19, 2024 (the “ Closing Date ”), including the following Companion Loan(s) (the “ Subject
Serviced Companion Loan ”)

Name
of Mortgage Loan as identified on

Mortgage Loan Schedule

Promissory
Note(s) evidencing Subject

Serviced Companion Loan(s)

Atrium
Hotel Portfolio 24 Pack

Note
A-1-C3

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

1.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Computershare
Trust Company, National Association, as trustee under the 5C8 PSA, is the holder of the Subject Serviced Companion Loan. You are directed
to remit to Wells Fargo Bank, National Association, as master servicer under the 5C8 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 Wells Fargo Bank, National Association, as master servicer under the 5C8 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the holder of the Subject
Serviced Companion Loan under the Lead Servicing Agreement and the related Co-Lender Agreement and/or Intercreditor Agreement, respectively.
The wire instructions for Wells Fargo Bank, National Association, as 5C8 Master Servicer, are as follows:

&thinsp;

[INSERT WIRE INSTRUCTIONS
PROVIDED BY WELLS FARGO BANK, NATIONAL ASSOCIATION]

Loan Reference Number:
[_____]

2.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
contact information for the 5C8 Trustee, the 5C8 Certificate Administrator, the 5C8 Master Servicer, the 5C8 Special Servicer, the 5C8
Operating Advisor, the 5C8 Asset Representations Reviewer and the 5C8 Depositor with respect to the Subject Serviced Companion Loans is
as follows:

FF-7- 2

&thinsp;

5C8
Trustee:

Computershare
Trust Company, National

Association,

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services
(CMBS) –

BMO 2024-5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Certificate Administrator:

Computershare
Trust Company, National

Association

9062 Old Annapolis
Road

Columbia, Maryland
21045

Attention: Corporate
Trust Services – BMO 2024-

5C8

&thinsp;

with a copy to:

[email protected]

[email protected]

5C8
Master Servicer:

Wells
Fargo Bank, National Association

Commercial Mortgage
Servicing

MAC D1086-23A

550 South Tryon
Street, 23rd Floor

Charlotte, North
Carolina 28202

Attention: BMO
2024-5C8 Asset Manager

Facsimile number:
(704) 715-0036

Email: [email protected]

&thinsp;

with a copy to:

&thinsp;

K&L Gates
LLP

300 South Tryon
Street

Suite 1000

Charlotte, North
Carolina 28202

Attention: Stacy
G. Ackermann

Reference: BMO
2024-5C8

Email: [email protected]

5C8
Special Servicer:

Greystone
Servicing Company LLC

5221 N. O’Connor
Blvd., Suite 800

Irving, Texas
75039

Attention: Amy
Dixon, General Counsel

Email: [email protected]

FF-7- 3

&thinsp;

&thinsp;

with copies sent contemporaneously
via email to

[email protected];

[email protected]

5C8
Operating Advisor and 5C8 Asset Representations Reviewer:

Pentalpha
Surveillance, LLC

501 John James Parkway, Suite 401

Amherst, New York 14228

Attention: BMO 2024-5C8—Transaction

Manager

&thinsp;

with copies sent contemporaneously
via email to

[email protected] (with BMO

2024-5C8 in the subject line)

5C8
Depositor:

BMO
Commercial Mortgage Securities LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Paul Vanderslice, Michael Birajiclian

and David Schell

Email: [email protected],

[email protected] and

[email protected]

&thinsp;

With a copy to:

&thinsp;

BMO Commercial Mortgage Securities
LLC

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

&thinsp;

&thinsp;

3.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
5C8 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

&thinsp;

4.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Enclosed
herewith is a copy of an executed version of the 5C8 PSA.

&thinsp;

5.&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;As
of the date hereof, the Controlling Class Representative (as defined in the 5C8 PSA) under the 5C8 PSA is 400 Capital Management, LLC.

&thinsp;

Very truly yours,

FF-7- 4

By:

Name:

Title:

FF-7- 5

EXHIBIT GG-1

&thinsp;

Specified Holdback Amounts, Escrow Accounts, Reserve
Funds or Letters Of Credit Held as Performance Escrows or Performance Reserves (along with the Related Mortgage Loans) for Purposes of
Clause (m) of the “Major Decisions” definition

&thinsp;

&thinsp;

Loan No.

Mortgage Loan

Reserve Type

Amount

15

Chestnut Run Innovation & Science Park (Building 709)

Rent Concession

$192,579

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

GG- 1 -1

EXHIBIT GG-2

&thinsp;

Serviced Loans With Holdback Amounts, Escrow
Accounts, Reserve Funds or Letters of Credit, in Each Case, Held as Performance or “Earn-Out” Holdbacks, Escrows or Reserves
that Exceed in the Aggregate, 10%, But is Less Than 20%, of the Initial Principal Balance of the related Serviced Loan for Purposes of
Clause (k)(i) of the “Special Servicer Decision” definition

&thinsp;

None

&thinsp;

&thinsp;

&thinsp;

GG- 2 -1

EXHIBIT GG-3

&thinsp;

Serviced Loans With Holdback Amounts, Escrow Accounts,
Reserve Funds or Letters of Credit, in Each Case, Held as Performance or “Earn-Out” Holdbacks that, regardless of the aggregate
percentage of the initial principal balance of the related Serviced Loan represented by such holdbacks, escrows or reserves, are not routine
or customary in nature for Purposes of Clause (k)(ii) of the “Special Servicer Decision” definition

&thinsp;

&thinsp;

Loan No.

Mortgage Loan

Reserve Type

Amount

15

Chestnut Run Innovation & Science Park (Building 709)

Rent Concession

$192,579

&thinsp;

&thinsp;

GG- 3 -1

EXHIBIT HH

FORM OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER 1

To: [Addresses of Recipients]

&thinsp;

&thinsp;

Re:

BMO 2024-5C8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-5C8

&thinsp;

Ladies and Gentlemen:

&thinsp;

In accordance with Section 11.01
of the Pooling and Servicing Agreement, dated as of December 1, 2024 (the “ Pooling and Servicing Agreement ”), the undersigned,
as asset representations reviewer (the&thinsp;“ 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.

&thinsp;

&thinsp;

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.&thinsp;&thinsp;

&thinsp;

&thinsp;

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.

&thinsp;

&thinsp;

3.

&thinsp;

&thinsp;

&thinsp;

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.

&thinsp;

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

&thinsp;

&thinsp;

&thinsp;

&thinsp;

PENTALPHA SURVEILLANCE, LLC, as Asset

Representations Reviewer

By:

Name:

Title:

&thinsp;&thinsp; 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.

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

HH- 1

&thinsp;

Exhibit A

&thinsp;

Detailed Scorecard

[Template Example Below]

&thinsp;

Test failures

&thinsp;

Loan #

Loan Name

Mortgage Loan Seller

R&W

#

R&W Name

Test Description

Findings

[Insert Loan Number]

[Insert Loan Name]

[Insert Mortgage Loan Seller]

&thinsp;

[Insert R&W heading]

[Insert Test Description]

[Insert Test findings]

&thinsp;

[Insert R&W heading]

&thinsp;[Insert Test Description]

&thinsp;[Insert Test findings]

&thinsp;

&thinsp;

&thinsp;

HH- 2

EXHIBIT II

FORM OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER 1

&thinsp;

To: [Addresses of Recipients]

&thinsp;

&thinsp;

Re:

BMO 2024-5C8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-5C8

&thinsp;

Ladies and Gentlemen:

&thinsp;

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

&thinsp;

&thinsp;

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.

&thinsp;

&thinsp;

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.&thinsp;&thinsp;In addition, the Tests may not be sufficient to determine every instance of noncompliance.

&thinsp;

&thinsp;

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.

&thinsp;

&thinsp;

4.

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

&thinsp;

PENTALPHA SURVEILLANCE, LLC, as Asset
Representations Reviewer

By:

Title:

Name:

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.&thinsp;

&thinsp;

II- 1

&thinsp;

Exhibit A

&thinsp;

Summary Scorecard

[Template Example Below]

&thinsp;

Test failures

&thinsp;

Loan #

Loan Name

R&W #

R&W Name

Test #

Test Description

Findings

[Insert Loan Number]

[Insert Loan Name]

&thinsp;

[Insert R&W heading]

&thinsp;

[Insert Test Description]

[Insert Test findings]

&thinsp;

[Insert R&W heading]

&thinsp;

&thinsp;

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

Exhibit JJ-1- 1

(G)

Evidence of a failure of a Test could result from (i)&thinsp;an affirmative determination by the Asset Representations
Reviewer that the Test failed to achieve a Test pass, or (ii)&thinsp;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)&thinsp;the existence or nonexistence of a Material Defect, or (ii)&thinsp;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)&thinsp;Review Materials
specified in the related Test and (2)&thinsp;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

&thinsp;

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.&thinsp;&thinsp;Each Mortgage Loan that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note.&thinsp;&thinsp;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, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing

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.&thinsp;&thinsp;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 ”); Mortgage Loan Schedule.

Exhibit JJ-1- 2

Representations
and Warranties

&thinsp;

Test

Review

Materials

rights
appointment or similar agreement.&thinsp;&thinsp;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.

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 the related Mortgagor,
guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding

2a

Review the opinion of Mortgagor’s counsel (“ Mortgagor’s Counsel Opinion ”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed

Mortgagor’s Counsel Opinion

Exhibit JJ-1- 3

Representations
and Warranties

&thinsp;

Test

Review

Materials

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)&thinsp;as such enforcement
may be limited by (a)&thinsp;bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally and (b)&thinsp;general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) and (ii)&thinsp;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&thinsp;(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&thinsp;(i) and (ii)&thinsp;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.

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 holder thereof adequate for the practical realization against the Mortgaged

3

Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the

Mortgage Loan Documents; M Mortgagor’s Counsel Opinion

Exhibit JJ-1- 4

Representations
and Warranties

&thinsp;

Test

Review

Materials

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

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

4. Mortgage Status; Waivers and Modifications . Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a)(1)&thinsp;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 the Cut-Off Date, to the knowledge of the Mortgage Loan Seller, there has been no written request from the related Mortgagor 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)&thinsp;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)&thinsp;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 material adverse effect on such Mortgage

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.

&thinsp;

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 waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any

&thinsp;

Exhibit JJ-1- 5

Representations
and Warranties

&thinsp;

Test

Review

Materials

Loan
that have been consented to by the Mortgage Loan Seller on or after the Cut-Off Date.

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.&thinsp;&thinsp;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

&thinsp;

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

&thinsp;

Exhibit JJ-1- 6

Representations
and Warranties

&thinsp;

Test

Review

Materials

5.
Lien; Valid Assignment .&thinsp;&thinsp;&thinsp;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).&thinsp;&thinsp;Each
related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.&thinsp;&thinsp;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&thinsp;&thinsp;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.&thinsp;&thinsp;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).&thinsp;&thinsp;Notwithstanding
anything in the Mortgage

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.&thinsp;&thinsp;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 Encumbrances, Title Exceptions and those which are bonded over, escrowed

Title Policy

Exhibit JJ-1- 7

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

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), interest in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance

MS Servicer Notices

Exhibit JJ-1- 8

Representations
and Warranties

&thinsp;

Test

Review

Materials

or
security interest. If such a notation or other indication is not found, it will be a Test pass.

6.
Permitted Liens; Title Insurance .&thinsp;&thinsp;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&thinsp;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)&thinsp;the lien of current real property taxes, water charges, sewer rents and assessments not yet due and
payable; (b)&thinsp;covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c)&thinsp;the
exceptions (general and specific) and exclusions set forth in such Title Policy; (d)&thinsp;other matters to which like properties are
commonly subject; (e)&thinsp;the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged
Property and condominium declarations; and (f)&thinsp;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)&thinsp;through (f), individually or
in the aggregate, materially and adversely interferes with the value or current
use of the Mortgaged Property or the

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.&thinsp;&thinsp;If
not so determined, it will be a Test pass.

Title
Policy

6d

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

Title
Policy; MS Servicer Notices

6e

Review
the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage Loan,
has done,

MS
Servicer Notices

Exhibit JJ-1- 9

Representations
and Warranties

&thinsp;

Test

Review

Materials

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 ”).&thinsp;&thinsp;Except as contemplated by clause&thinsp;(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.&thinsp;&thinsp;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.&thinsp;&thinsp;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.

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.

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).&thinsp;&thinsp;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 subordinate mortgages or junior liens securing the payment of money

MS Servicer Notices; Mortgage Loan Purchase Agreement

Exhibit JJ-1- 10

Representations
and Warranties

&thinsp;

Test

Review

Materials

&thinsp;

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).&thinsp;&thinsp;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.&thinsp;&thinsp;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 rents or for the related Mortgagee to

Assignment of Leases, Rents and Profits; Mortgage

Exhibit JJ-1- 11

Representations
and Warranties

&thinsp;

Test

Review

Materials

&thinsp;

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 .&thinsp;&thinsp;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.&thinsp;&thinsp;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.&thinsp;&thinsp;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 dated no more than twelve months

Engineering report; Property condition assessment

Exhibit JJ-1- 12

Representations
and Warranties

&thinsp;

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)&thinsp;any damage or deficiency that is estimated to cost less than $50,000
to repair, (ii)&thinsp;any deferred maintenance for which escrows were established at origination and (iii)&thinsp;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.

prior
to the Cut-off Date.&thinsp;&thinsp;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.

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.&thinsp;&thinsp;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)&thinsp;the date on which interest and/or penalties would first be payable thereon
and (b)&thinsp;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 proceeding pending, and, to the

12

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

MS Servicer Notices

Exhibit JJ-1- 13

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

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)&thinsp;such Mortgagor’s title to the Mortgaged Property, (b)&thinsp;the validity or enforceability of the Mortgage, (c)&thinsp;such Mortgagor’s ability to perform under the related Mortgage Loan, (d)&thinsp;such guarantor’s ability to perform under the related guaranty, (e)&thinsp;the principal benefit of the security intended to be provided by the Loan Documents or (f)&thinsp;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 to the

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 required pursuant to the Mortgage

MS Servicer Notices

Exhibit JJ-1- 14

Representations
and Warranties

&thinsp;

Test

Review

Materials

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

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)&thinsp;the original principal balance of the Mortgage Loan and (2)&thinsp;the full insurable value on a replacement cost
basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property
(with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing

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 basis of the improvements, furniture, furnishings,

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

&thinsp;

Test

Review

Materials

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&thinsp;months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50&thinsp;million
or more, 18&thinsp;months).

If any material part of the improvements, exclusive of a parking
lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having
special flood hazards, the related Mortgagor is required to maintain insurance in the

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 insurance in the maximum amount available under the National Flood

Mortgage Loan Documents; Survey; Insurance Summary Report

Exhibit JJ-1- 16

Representations
and Warranties

&thinsp;

Test

Review

Materials

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)&thinsp;the original principal balance of the Mortgage Loan and (2)&thinsp;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&thinsp;million per occurrence and $2&thinsp;million in the aggregate.

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

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 for loans originated for securitization, and in any

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

&thinsp;

Test

Review

Materials

PML,
as applicable, was based on a 475-year return period, an exposure period of 50&thinsp;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.&thinsp;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)&thinsp;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)&thinsp;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

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.&thinsp;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

&thinsp;

Test

Review

Materials

such
insurance policies (other than commercial liability policies) require at least 10&thinsp;days’
prior notice to the lender of termination or cancellation arising because of nonpayment of
a premium and at least 30&thinsp;days’ prior notice to the lender of termination or
cancellation (or such lesser period, not less than 10&thinsp;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

Mortgage Loan Documents

Exhibit JJ-1- 19

Representations
and Warranties

&thinsp;

Test

Review

Materials

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

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.&thinsp;&thinsp;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)&thinsp;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)&thinsp;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)&thinsp;constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage

17a

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

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

17b

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

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

Exhibit JJ-1- 20

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

required
utilities, all of which are appropriate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.

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

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

Exhibit JJ-1- 21

Representations
and Warranties

&thinsp;

Test

Review

Materials

obtained under the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not materially
and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements obtained with respect
to the Title Policy.

18c

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

Survey;
Title Policy; Appraisal

19.
No Contingent Interest or Equity Participation . No 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&thinsp;860G(a)(3) of the Code
(but determined without regard to the rule in Treasury Regulations Section&thinsp;1.860G-2(f)(2) that treats certain defective mortgage
loans as qualified mortgages), and, accordingly, (A)&thinsp;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)&thinsp;either: (a)&thinsp;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)&thinsp;at the date the Mortgage Loan (or related Whole Loan) was
originated at least equal to 80% of the adjusted issue price of the

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

Appraisal;
Mortgage Loan Documents

Exhibit JJ-1- 22

Representations
and Warranties

&thinsp;

Test

Review

Materials

Mortgage
Loan (or related Whole Loan) on such date or (ii)&thinsp;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)&thinsp;the amount of any lien on the real property interest
that is senior to the Mortgage Loan and (B)&thinsp;a proportionate amount of any lien that
is in parity with the Mortgage Loan; or (b)&thinsp;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&thinsp;1.860G-2(a)(1)(ii)).&thinsp;&thinsp;If
the Mortgage Loan was “significantly modified” prior to the Closing Date so as
to result in a taxable exchange under Section&thinsp;1001 of the Code, it either (x)&thinsp;was
modified as a result of the default or reasonably foreseeable default of such Mortgage Loan
or (y)&thinsp;satisfies the provisions of either sub-clause&thinsp;(B)(a)(i) above
(substituting the date of the last such modification for the date the Mortgage Loan was originated)
or sub-clause&thinsp;(B)(a)(ii) , including the proviso thereto.&thinsp;&thinsp;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

at
least equal to 80% of the adjusted issue price of any Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date
at least equal to 80% of the outstanding principal amount of the 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

MS
Servicer Notices

Exhibit JJ-1- 23

Representations
and Warranties

&thinsp;

Test

Review

Materials

prepayment
penalties” within the meaning of Treasury Regulations Section&thinsp;1.860G-1(b)(2).&thinsp;&thinsp;All
terms used in this paragraph shall have the same meanings as set forth in the related Treasury
Regulations.

Maintenance
Charges applicable to any Mortgage Loan do not constitute “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&thinsp;to&thinsp;do&thinsp;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

Exhibit JJ-1- 24

Representations
and Warranties

&thinsp;

Test

Review

Materials

23. Trustee under Deed of Trust . With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.

23

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

Mortgage Loan Documents

24. Local Law Compliance . To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, 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)&thinsp;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)&thinsp;are insured by the Title Policy or other insurance policy, (iii)&thinsp;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)&thinsp;would not have a

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

Exhibit JJ-1- 25

Representations
and Warranties

&thinsp;

Test

Review

Materials

material
adverse effect on the Mortgage Loan.&thinsp;&thinsp;The terms of the Loan Documents require the Mortgagor to comply in all material
respects with all applicable governmental regulations, zoning and building laws.

24b

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

Mortgage
Loan Documents

25.
Licenses and Permits . Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and
applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the
Mortgage Loan Seller’s knowledge based upon 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.&thinsp;&thinsp;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)&thinsp;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)&thinsp;acts of fraud or intentional material misrepresentation, (ii)&thinsp;misapplication or misappropriation of rents (if after an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii)&thinsp;intentional material physical waste of 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

&thinsp;

Test

Review

Materials

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)&thinsp;any breach of the environmental covenants contained in the related Loan Documents, and (b)&thinsp;the 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)&thinsp;a partial release, accompanied by principal repayment, or partial Defeasance (as defined in representation and warranty&thinsp;32),
in each case, of not less than a specified percentage at least equal to the lesser of (i)&thinsp;110% of the related allocated loan amount
of such portion of the Mortgaged Property and (ii)&thinsp;the outstanding principal balance of the Mortgage Loan, (b)&thinsp;upon payment
in full of such Mortgage Loan, (c)&thinsp;upon a Defeasance (as defined in representation and warranty 32), (d)&thinsp;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)&thinsp;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&thinsp;(a) or (d) , either: (x)&thinsp;such
release of collateral (i)&thinsp;would not constitute a “significant modification” of the subject Mortgage Loan within the
meaning of Section&thinsp;1.860G-2(b)(2) of the Treasury Regulations and (ii)&thinsp;would not cause the subject Mortgage Loan to fail
to be a “qualified mortgage” within the meaning of

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

Mortgage Loan Documents

Exhibit JJ-1- 27

Representations
and Warranties

&thinsp;

Test

Review

Materials

Code
Section&thinsp;860G(a)(3)(A); or (y)&thinsp;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&thinsp;(x) . For purposes of the preceding clause&thinsp;(x) , if the
fair market value of the real property constituting such Mortgaged Property (reduced by (1)&thinsp;the
amount of any lien on the real property that is senior to the Mortgage Loan and (2)&thinsp;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)&thinsp;the amount of any lien on the real property that is
senior to the Mortgage Loan and (2)&thinsp;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

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. 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

Mortgage
Loan Documents

Exhibit JJ-1- 28

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

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.

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&thinsp;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.&thinsp;&thinsp;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

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.&thinsp;&thinsp;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

Mortgage Loan Documents; Insurance Policy

Exhibit JJ-1- 29

Representations
and Warranties

&thinsp;

Test

Review

Materials

coverage,
or if such coverage is excluded, it is covered by a separate terrorism insurance policy.&thinsp;&thinsp;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 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
insurance policy.&thinsp;&thinsp;If not so determined, it will be a Test pass.

29c

Review
the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts
of Terrorism, as defined in TRIA (as defined in representation and warranty 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.

Mortgage
Loan Documents

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

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

Exhibit JJ-1- 30

Representations
and Warranties

&thinsp;

Test

Review

Materials

with
the requirements of the related Loan Documents (which provide for transfers without the consent of the lender which are customarily
acceptable to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property, including,
without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent
value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a)&thinsp;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)&thinsp;family and estate planning Transfers or Transfers
upon death or legal incapacity, (ii)&thinsp;Transfers to certain affiliates as defined in the related Loan Documents, (iii)&thinsp;Transfers
of less than, or other than, a controlling interest in the related Mortgagor, (iv)&thinsp;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)&thinsp;Transfers of stock or similar equity units
in publicly traded companies, (vi)&thinsp;a substitution or release of collateral within the parameters of representations and warranties&thinsp;27
and 32&thinsp;or the exceptions thereto set forth in Exhibit C of the Mortgage Loan Purchase Agreement, or (vii)&thinsp;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)&thinsp;the related Mortgaged Property is encumbered with a subordinate lien or security interest
against the related Mortgaged Property, other than (i)&thinsp;any Companion Loan or any subordinate debt that existed at origination
and is permitted under the related Loan Documents, (ii)&thinsp;purchase money security interests, (iii)&thinsp;any Crossed Mortgage
Loan as set forth

30b

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

Mortgage
Loan Documents

Exhibit JJ-1- 31

Representations
and Warranties

&thinsp;

Test

Review

Materials

on
Schedule B-3 to Exhibit B of the Mortgage Loan Purchase Agreement or (iv)&thinsp;Permitted Encumbrances.&thinsp;&thinsp;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.

31.
Single-Purpose Entity . Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the
Mortgage Loan is outstanding.&thinsp;&thinsp;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&thinsp;million provide that the Mortgagor is a Single-Purpose Entity,
and each Mortgage Loan with a Cut-off Date Balance of $20&thinsp;million or more has a counsel’s opinion regarding non-consolidation
of the Mortgagor.&thinsp;&thinsp;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&thinsp;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,

31a

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

Mortgage
Loan Documents

31b

Review
the Mortgage Loan Schedule for the Cut-off Date Balance of the 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

Exhibit JJ-1- 32

Representations
and Warranties

&thinsp;

Test

Review

Materials

separate
and apart from any other person or entity.

32.
Defeasance . With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “ Defeasance ”),
(i)&thinsp;the Loan Documents provide for Defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions
specified in the Loan Documents; (ii)&thinsp;the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii)&thinsp;the
Mortgagor is permitted to pledge only United States “government securities” within the meaning of Section&thinsp;1.860G-2(a)(8)(ii)
of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled
payments under the 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)&thinsp;110%
of the allocated loan amount for the real property to be released and (b)&thinsp;the outstanding principal balance of the Mortgage
Loan; (iv)&thinsp;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&thinsp;(iii) above; (v)&thinsp;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)&thinsp;the
Mortgagor

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- 33

Representations
and Warranties

&thinsp;

Test

Review

Materials

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

Mortgage
Loan Documents

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

With respect to any 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:

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

Exhibit JJ-1- 34

Representations
and Warranties

&thinsp;

Test

Review

Materials

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 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&thinsp;years beyond the stated
maturity of the related Mortgage Loan, or 10&thinsp;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)&thinsp;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)&thinsp;is subject to a subordination, non-

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

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

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

Title Policy; SNDA

Exhibit JJ-1- 35

Representations
and Warranties

&thinsp;

Test

Review

Materials

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 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

in
the Mortgaged Property is subject. If either indication is found, it will be a Test pass.

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 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.

Ground
Lease

34i

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

MS
Servicer Notices

34j

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

MS
Servicer Notices

34k

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

MS
Servicer Notices

34l

Review
the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor

Ground
Lease; ancillary agreement

Exhibit JJ-1- 36

Representations
and Warranties

&thinsp;

Test

Review

Materials

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)&thinsp; de minimis amounts
for minor casualties or (ii)&thinsp;in respect of a total or substantially total loss or taking as addressed in clause&thinsp;(k)
below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
proceeds are in excess of the threshold amount specified in the related Loan Documents) the lender or a trustee appointed by it having
the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance
of the 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.

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.

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

Ground
Lease and Related Documents

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

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

Exhibit JJ-1- 37

Representations
and Warranties

&thinsp;

Test

Review

Materials

&thinsp;

outstanding
principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.

34p

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

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

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

Exhibit JJ-1- 38

Representations
and Warranties

&thinsp;

Test

Review

Materials

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 Test pass.

MS Servicer Notices; Mortgage Loan Purchase Agreement

37. No Material Default; Payment Record . No Mortgage Loan has been more than 30&thinsp;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&thinsp;days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.&thinsp;&thinsp;To the Mortgage Loan Seller’s knowledge, there is (a)&thinsp;no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b)&thinsp;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&thinsp;(a) or clause&thinsp;(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

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

MS Servicer Notices

Exhibit JJ-1- 39

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

Mortgaged
Property. If no such notation is found, it will be a Test pass.

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 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.&thinsp;&thinsp;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.&thinsp;&thinsp;(An “ Affiliate ” for purposes of this paragraph&thinsp;(39) means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.)

39a

Review the organizational documents of the Mortgagor to determine if there are certified copies indicating that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass.

Organizational Documents of the Mortgagor

39b

Review the MS Servicer Notices to determine if there is any indication that, except with respect to any 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&thinsp;months prior
to its origination date (or an update of a previous ESA was prepared), and such ESA either (i)&thinsp;did not identify the

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

ESA

Exhibit JJ-1- 40

Representations
and Warranties

&thinsp;

Test

Review

Materials

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)&thinsp;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:&thinsp;&thinsp;(A)&thinsp;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)&thinsp;if the only
Environmental Condition relates to the presence of asbestos-containing materials, radon in
indoor air, lead based paint or lead in drinking water, and the only recommended action in
the ESA is the institution of such a plan, an operations or maintenance plan has been required
to be instituted by the related Mortgagor that can reasonably be expected to mitigate the
identified risk; (C)&thinsp;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)&thinsp;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)&thinsp;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)&thinsp;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.

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

&thinsp;

1.&thinsp;&thinsp;Review
escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient
to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition
has been escrowed by the Mortgagor and is held by the related Mortgagee.

Escrow
statements

&thinsp;

2.&thinsp;&thinsp;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

&thinsp;

3.&thinsp;&thinsp;Review
any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental consultant
for an indication that any Environmental Condition identified in the ESA was

No
further action or closure letter regarding Environmental Condition

Exhibit JJ-1- 41

Representations
and Warranties

&thinsp;

Test

Review

Materials

party
related to the Mortgagor having financial resources reasonably estimated to be adequate to
address the situation is required to take action.&thinsp;&thinsp;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.

remediated
or abated in all material respects prior to the Cut-off Date.

&thinsp;

4.&thinsp;&thinsp;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

&thinsp;

5.&thinsp;&thinsp;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

&thinsp;

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

Mortgage
Loan Documents

40d

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

MS
Servicer Notices; ESA

41. Appraisal . The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6&thinsp;months of the Mortgage Loan origination date, and within 12&thinsp;months of the Closing Date.&thinsp;&thinsp;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.&thinsp;&thinsp;Each appraiser has represented in such appraisal or in a supplemental letter that the

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

Appraisal

Exhibit JJ-1- 42

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

Property.
If so determined, it will be a Test pass.

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 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.

42a

Review
the Mortgage Loan Schedule attached as Exhibit A to the related 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.&thinsp;&thinsp;If there are no such discrepancies, it will be a Test pass.

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

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

Exhibit JJ-1- 43

Representations
and Warranties

&thinsp;

Test

Review

Materials

44.
Hospitality Provisions .&thinsp;&thinsp;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 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.&thinsp;&thinsp;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.&thinsp;&thinsp;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.

44a

Review
the appraisals to determine if any of the properties are specifically identified as hospitality properties.&thinsp;&thinsp;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

45.
Advance of Funds by the Mortgage Loan Seller . After origination, no advance of funds has been made by the Mortgage Loan Seller

45a

Review
the MS Servicer Notices for a notation or other indication that an advancement of funds after origination

MS
Servicer Notices

Exhibit JJ-1- 44

Representations
and Warranties

&thinsp;

Test

Review

Materials

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).&thinsp;&thinsp;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.

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.

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 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.

46

Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the Mortgage Loan Seller did not comply with its internal procedures with respect to all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 in connection with the origination of any 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-1- 45

EXHIBIT JJ-2

BMO, BARCLAYS, GCMC, NREC, SGFC, SMC AND UBS AG ASSET REVIEW

PROCEDURES

&thinsp;

Pursuant
to the terms and subject to the conditions set
forth in the Pooling and Servicing Agreement (the “ PSA ”), the Asset Representations Reviewer (“ Asset Representations
Reviewer ”) shall perform an Asset Review with respect to each representation
and warranty made by the related Mortgage Loan Seller only with respect to each Delinquent
Loan in accordance with the procedures set forth below (each such procedure, a “ Test ”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials
described in this Exhibit JJ-2 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 (the “ Mortgage Loan Purchase Agreement ”).
For the avoidance of doubt, in connection with the performance of the
following Tests:

&thinsp;

(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;

&thinsp;

(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.

&thinsp;

(C)

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

&thinsp;

(D)

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

&thinsp;

(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;

&thinsp;

(F)

With
respect to each representation and warranty and its related
Test(s), the Asset

Exhibit JJ-2- 1

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

&thinsp;

(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 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-2 , 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.

&thinsp;

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 Seller or, with respect to any Outside Serviced Mortgage Loan, to the trustee for the related Other Securitization Trust), participation or pledge, and the Seller had 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.&thinsp;&thinsp;The 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,

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.&thinsp;&thinsp;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

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 ”); Mortgage Loan Schedule.

Exhibit JJ-2- 2

Representations
and Warranties

Test

Review Materials

pledges,
charges or security interests of any nature encumbering such Mortgage Loan.

aggregated.
If identified as such, it will be a Test pass.

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 Seller or, with respect to any Outside Serviced Mortgage Loan, to the trustee for the related Other Securitization Trust), participation or pledge, or that the 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 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

&thinsp;

1d

Review the MS Servicer Notices for notation of

MS Servicer Notices

Exhibit JJ-2- 3

Representations
and Warranties

Test

Review Materials

any
claim or assertion regarding the assignment to the depositor 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.

2.
Loan Document Status . Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and
other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such 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 Mortgage Loan documents (including, without limitation, provisions requiring the
payment of default interest, late fees or prepayment premium/yield maintenance charges) may be further limited or rendered unenforceable
by applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render
such Mortgage Loan documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits
and/or security provided thereby (clauses (i) and (ii) collectively, the “ Standard Qualifications ”). Except as
set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available
to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Mortgage Loan documents, including,
without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by 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 Mortgage Loan documents.

2a

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

Mortgagor’s
Counsel Opinion

Exhibit JJ-2- 4

Representations
and Warranties

Test

Review Materials

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 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 Mortgage Loan documents for each Mortgage Loan, contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure subject to the limitations set forth in the Standard Qualifications.

3

Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, non-judicial foreclosure

Mortgage Loan Documents; Mortgagor’s Counsel Opinion

Exhibit JJ-2- 5

Representations
and Warranties

Test

Review Materials

subject
to the limitations set forth in the Standard Qualifications. If such indication exists, it will be a Test pass.

4.
Hospitality Provisions .&thinsp;&thinsp;The Mortgage Loan documents for each Mortgage Loan that is secured by a hospitality
property operated pursuant to a franchise agreement includes an executed comfort letter or similar agreement signed by the Mortgagor
and franchisor of such property enforceable by the Issuing Entity against such franchisor, either directly or as an assignee of the
originator. The Mortgage or related security agreement for each 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.

4a

Review
the appraisals to determine if any of the properties are specifically identified as hospitality properties.&thinsp;&thinsp;If so,
review the Mortgage File to determine if there exists a franchise agreement and executed comfort letter or other similar agreement
signed by the Mortgagor and franchisor that is enforceable by the issuing entity against such franchisor, either directly or as an
assignee of the originator.&thinsp;&thinsp;If so determined with respect to each part of the Test, it will be a Test pass.

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

4b

If
the appraisals specifically identify any Mortgaged Properties as hospitality properties, review the security agreement for each Mortgaged
Property to determine if there are provisions related to creating a security interest in the revenues of such property.&thinsp;&thinsp;Also,
review the Mortgage File to determine if there exist filed copies (bearing evidence of filing) or evidence of filing of any related
UCC financing statements, related amendments and continuation statements.&thinsp;&thinsp;If so determined with respect to each part
of this Test, it will be a Test pass.

UCC
filing; Appraisal; Mortgage File

Exhibit JJ-2- 6

Representations
and Warranties

Test

Review Materials

5.
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 the Cut-off Date, to the knowledge of the Seller, after
due inquiry, there has been no written request from the related Mortgagor 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 Mortgage 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 Mortgagor nor the 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 Mortgage File, there have been
no modifications, amendments or waivers, that could be reasonably expected to have a material
adverse effect on such Mortgage Loan consented to by the Seller on or after the Cut-off Date.

&thinsp;

5a

Review
the MS Servicer Notices and Mortgage Loan Documents for an indication that the material terms of such documents have been waived,
impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any respect which materially interferes with the
security intended to be provided by such Mortgage, except by written instruments set forth in the related Mortgage File.&thinsp;&thinsp;If
no such indication is found, it will be a Test pass.

Mortgage
Loan Documents; MS Servicer Notices

5b

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

MS
Servicer Notices; Mortgage Loan Documents

5c

Review
the MS Servicer Notices and Mortgage Loan Documents for notation that neither Mortgagor nor guarantor has been released from its
material obligations under the Mortgage Loan except by written instruments set forth in

MS
Servicer Notices; Mortgage Loan Documents

Exhibit JJ-2- 7

Representations
and Warranties

Test

Review Materials

&thinsp;

the
related Mortgage File. If no such notation is found, it will be a Test pass.

5d

Review
the MS Servicer Notices and Mortgage Loan Documents for notation of a modification, amendment or waiver that could be reasonably
expected to have a material adverse effect on such Mortgage Loan that was consented to by the Seller on or after the Cut-off Date.&thinsp;&thinsp;If
no such notation is found, it will be a Test pass.

MS
Servicer Notices; Mortgage Loan Documents

6.
Lien; Valid Assignment . Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment
of Assignment of Leases from the Seller or its affiliate is in recordable form (but for the insertion of the name of the assignee
and any related recording information which is not yet available to the Seller) and constitutes a legal, valid and binding endorsement
or assignment from the Seller, or its affiliate, as applicable.&thinsp;&thinsp;Each related Mortgage and Assignment of Leases is
freely assignable without the consent of the related Mortgagor.&thinsp;&thinsp;Each related Mortgage is a legal, valid and enforceable
first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged
Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined
below) and the exceptions to representation and warranty 7 below (each such exception, a “ Title Exception ”)),
except as the enforcement thereof may be limited by the Standard Qualifications.&thinsp;&thinsp;Such Mortgaged Property (subject
to Permitted Encumbrances and Title Exceptions) as of origination and, to the Seller’s knowledge, as of the Cut-off Date, is
free and clear of any recorded mechanics’ or 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), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as
described below), and as of origination and, to the Seller’s knowledge, as of the Cut-off Date, 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 the applicable Title Policy.&thinsp;&thinsp;Notwithstanding anything
herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property
to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements
is required to effect such perfection.

6a

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion regarding any endorsement or assignment of Mortgage
or Assignment of Leases not constituting a legal, valid and binding endorsement or assignment from the Seller, or its Affiliate,
as applicable, subject to the Insolvency Qualifications. If such a notation or other indication is not found, it will be a Test pass.

MS
Servicer Notices

6b

Review
the related Mortgage and the Assignment of Leases 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

6c

Review
the Title Policy (as defined in

Title
Policy; Mortgage; Mortgage Loan Schedule

Exhibit JJ-2- 8

Representations
and Warranties

Test

Review Materials

&thinsp;

representation
and warranty 7) to determine if the related Mortgage is a first lien on the related Mortgagor’s fee (or if identified on the
Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property.&thinsp;&thinsp;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.

6d

Review
the Title Policy to determine if the Mortgaged Property was free and clear of any recorded mechanics’ or materialmen’s
liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (other than Permitted
Encumbrances, Title Exceptions and those which are bonded over, escrowed for or insured against by the applicable Title Policy).
If so determined, it will be a Test pass.

Title
Policy

6e

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that, as of the Cut-off Date, the Seller had
knowledge that the Mortgaged Property was not free and clear of any recorded mechanics’ or materialmen’s liens and other
recorded encumbrances that would be prior to or

MS
Servicer Notices

Exhibit JJ-2- 9

Representations
and Warranties

Test

Review Materials

&thinsp;

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.

6f

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that, subject to the rights of tenants, there
are rights existing which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien
of the related Mortgage, except for Permitted Encumbrances 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

6g

Review
the MS Servicer Notices for a notation or other indication of any claim or assertion that the Seller did not have legal, valid and
enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold), interest
in the Mortgaged Property or good and marketable title free and clear of any pledge, lien,

MS
Servicer Notices

Exhibit JJ-2- 10

Representations
and Warranties

Test

Review Materials

&thinsp;

encumbrance or security interest. If such
a notation
or other indication is not found, it will be a Test pass.

7.
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 or a “marked up” commitment, in
each case with escrow instructions and 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 specifically identified in
the Title Policy; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which
like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to
the related Mortgaged Property; (f) if the related Mortgage Loan constitutes a cross collateralized Mortgage Loan, the lien of the
Mortgage for another Mortgage Loan contained in the same cross collateralized group of Mortgage Loans, and (g) condominium declarations
of record and identified in such Title Policy, provided that none of clauses (a) through (g), individually or in the aggregate, materially
and adversely interferes with the value or principal use of the Mortgaged Property, the security intended to be provided by such
Mortgage, or the current ability of the related Mortgaged Property to generate net cash flow sufficient to service the related Mortgage
Loan or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “ Permitted Encumbrances ”).&thinsp;&thinsp;For
purposes of clause (a) of the immediately preceding sentence, any such taxes, assessments and other charges will not be considered
due and payable until the date on which interest and/or penalties would be payable thereon.&thinsp;&thinsp;Except as contemplated
by clause (f) of the second 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.&thinsp;&thinsp;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 Seller
thereunder and no claims have been paid thereunder.&thinsp;&thinsp;Neither the Seller, nor to the 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.&thinsp;&thinsp;Each
Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where
such affirmative insurance is not available in which case such exclusion may exist), that the Mortgaged Property

7a

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

Title
Policy; Mortgage Loan Documents

7b

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

Title
Policy

7c

Review
the Title Policy to determine if any Permitted Encumbrance is a mortgage lien that is senior to or coordinate and co-equal to the
lien of the related Mortgage, other than as contemplated by item (f) in the definition of

Title
Policy

Exhibit JJ-2- 11

Representations
and Warranties

Test

Review Materials

shown
on the survey is the same as the property legally described in the Mortgage.

Permitted
Encumbrances.&thinsp;&thinsp;If not so determined, it will be a Test pass.

7d

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

Title Policy; MS Servicer Notices

7e

Review the MS Servicer Notices for a notation or other indication that the 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

7f

Review the Title Policy to determine if the Title Policy contains no exclusion for, or affirmatively insures (except for any Mortgaged Property located in a jurisdiction where such affirmative insurance is not available in which case such exclusion may exist), that the Mortgaged Property shown on the survey is the same as the property legally described in the Mortgage. If so determined, it will be a Test pass.

Title Policy

8.
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 Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as of
the Cut-off Date there are no

8a

Review
the Title Policy to determine if there is any subordinate mortgage or junior lien

Title
Policy

Exhibit JJ-2- 12

Representations
and Warranties

Test

Review Materials

subordinate mortgages or junior mortgage liens encumbering the related Mortgaged Property other than
Permitted Encumbrances, mechanics’ or materialmen’s
liens (which are the subject of representation and warranty 6 above), and equipment and other personal property financing.&thinsp;&thinsp;The
Seller has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor other than as set forth on Schedule
B-1 to Exhibit B to the applicable Mortgage Loan Purchase Agreement.

encumbering
the related Mortgaged Property, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage
Loan. If not so determined, it will be a Test pass.

8b

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

Title Policy

8c

Review the MS Servicer Notices for a notation or other indication that the Seller had knowledge of any mezzanine debt secured directly by interests in the Mortgagor other than those set forth on Schedule B-1 to Exhibit B to the applicable Mortgage Loan Purchase Agreement. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

9. Assignment of Leases and Rents . There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage).&thinsp;&thinsp;Subject to the Permitted Encumbrances and 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

9a

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

9b

Review the Title Policy to determine if the

Title Policy; Mortgage; Assignment of Leases

Exhibit JJ-2- 13

Representations
and Warranties

Test

Review Materials

by
the Standard Qualifications.&thinsp;&thinsp;The related Mortgage or related Assignment of Leases, subject to applicable law and the
Standard Qualifications, provides that, upon an event of default under the Mortgage Loan, a receiver may 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.

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.

9c

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 and the Standard Qualifications, provides that upon an event
of default under the Mortgage Loan, a receiver may be appointed for the collection of rents or for the related Mortgagee to enter
into possession to collect the rents or for rents or for the related Mortgagee to enter into possession to collect the rents or for
rents to be paid directly to the Mortgagee. If so

Assignment
of Leases; Mortgage

Exhibit JJ-2- 14

Representations
and Warranties

Test

Review Materials

determined,
it will be a Test pass.

10. Financing Statements . Subject to the Standard Qualifications, each Mortgage Loan or related security agreement establishes a valid security interest in, and a UCC-1 financing statement has been filed and/or recorded (or, in the case of fixtures, the Mortgage constitutes a fixture filing) in all places necessary at the time of the origination of the Mortgage Loan (or, if not filed and/or recorded, has submitted or caused to be submitted in proper form for filing and/or recording) to perfect a valid security interest in, the personal property (creation and perfection of which is governed by the UCC) owned by the Mortgagor and necessary to operate such Mortgaged Property in its current use other than (1) non-material personal property, (2) personal property subject to purchase money security interests and (3) personal property that is leased equipment.&thinsp;&thinsp;Each UCC-1 financing statement, if any, filed with respect to personal property constituting a part of the related Mortgaged Property and each UCC-3 assignment, if any, filed with respect to such financing statement was in suitable form for filing in the filing office in which such financing statement was filed.&thinsp;&thinsp;Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.

10a

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

10b

Review the MS Servicer Notices for notation or other indication that the UCC-1, UCC-2 and UCC-3 statements were not in suitable form for filing. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

11. Condition of Property . The 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.

&thinsp;

An engineering report or property condition assessment was prepared in
connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To the 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) deferred maintenance for which escrows
were established at origination and (ii) 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.

11a

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

Engineering report; Property condition assessment

11b

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

Engineering report; Property condition assessment

11c

Review
the MS Servicer Notices for a notation or other indication that the

MS
Servicer Notices

Exhibit JJ-2- 15

Representations
and Warranties

Test

Review Materials

&thinsp;

Seller
had knowledge of issues with the physical condition of the Mortgaged Property that the 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) and (ii) of representation and warranty 11. If such a notation or other
indication is not found, it will be a Test pass.

12. Taxes and Assessments . As of the date of origination and, to the Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon.&thinsp;&thinsp;For purposes of this representation and warranty, any such taxes, assessments and other charges will not be considered due and payable until the date on which interest and/or penalties would be payable thereon.

12

Review the MS Servicer Notices for a notation or other indication that all taxes, governmental assessments and other outstanding governmental charges&thinsp;&thinsp;(including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgage Property that became due and owing prior to the Cut-off Date with respect to the Mortgaged Property have not been paid, or if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges were not covered by an escrow of funds or other security sufficient to pay such tax or charge and

MS Servicer Notices

Exhibit JJ-2- 16

Representations
and Warranties

Test

Review Materials

reasonably
estimated interest and penalties, if any, thereon. If such a notation or other indication is not found, it will be a Test
pass.

13.
Condemnation . As of the date of origination and to the Seller’s knowledge as of the Cut-off Date, there is no proceeding
pending and, to the Seller’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened
for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation
of the Mortgaged Property.

13

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

MS
Servicer Notices

14.
Actions Concerning Mortgage Loan . To the Seller’s knowledge, based on evaluation of the Title Policy (as defined in
representation and warranty 7), an engineering report or property condition assessment as described in representation and warranty
11, applicable local law compliance materials as described in representation and warranty 25, and the ESA (as defined in representation
and warranty 41), as of origination 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 Mortgage Loan documents,
(f) the current ability of the Mortgaged Property to generate net cash flow sufficient to service such Mortgage Loan, or (g) the
current principal use of the Mortgaged Property.

14a

Review
the Mortgage Loan Documents, the Mortgagor’s Counsel Opinion and the MS Servicer Notices for an indication of pending or filed
action, suit or proceeding, arbitration or governmental investigation involving any 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

14b

Review
the MS Servicer Notices to determine if an adverse outcome of any such pending, filed or threatened action, suit or proceeding, arbitration
or governmental

MS
Servicer Notices

Exhibit JJ-2- 17

Representations
and Warranties

Test

Review Materials

&thinsp;

investigation involving any Mortgagor, guarantor, or Mortgaged Property would reasonably be expected to adversely affect the matters
set forth in clauses (a)-(g) of representation and warranty 14. If any such adverse outcome would not reasonably be expected to
adversely affect the matters set forth in clauses (a)-(g) of representation and warranty 14, it will be a Test pass.

15. Escrow
Deposits . All escrow deposits and escrow payments currently required to be escrowed with the Mortgagee pursuant to each Mortgage
Loan (including capital improvements and environmental remediation reserves) are in the possession, or under the control, of the
Seller or its servicer, and there are no delinquencies (subject to any applicable grace or cure periods) in connection therewith,
and all such escrows and deposits (or the right thereto) that are required under the related Mortgage Loan documents are being
conveyed by the Seller to the depositor or its servicer (or, in the case of an Outside Serviced Mortgage Loan, to the related
depositor under the Outside Servicing Agreement or the related Outside Servicer for the related Other Securitization
Trust).

15a

Review the MS Servicer Notices for a notation or other indication of any escrow deposits and escrow payments required to be escrowed with the Mortgagee 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

15b

Review the Diligence File and the MS Servicer Notices to determine if all escrows and deposits required pursuant to the Mortgage Loan have been conveyed by the Seller to the depositor or its servicer (or, in the case of an Outside Serviced Mortgage Loan, to the depositor under the related Outside Servicing Agreement or the related Outside Servicer for the related Other Securitization Trust). If so determined, it will be a Test pass.

Diligence File; MS Servicer Notices

16.
No Holdbacks . The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of
the Closing

16a

Review
the Mortgage Loan Schedule, Loan

Mortgage
Loan Schedule; Loan Agreement;

Exhibit JJ-2- 18

Representations
and Warranties

Test

Review Materials

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, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations
determined by the Seller to merit such holdback).

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 Note; and Origination settlement statement

16b

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

Mortgage Loan Documents

17.
Insurance . Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance
policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk
form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan documents
and having a claims-paying or financial strength rating meeting the Insurance Rating Requirements (as defined below), in an amount (subject
to customary deductibles) 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 included
in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing
such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.

17a

Review
the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if it shows that the related Mortgaged Property is insured by a property insurance policy
providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all-risk
form” that includes

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

Exhibit JJ-2- 19

Representations
and Warranties

Test

Review Materials

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

&thinsp;

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

&thinsp;

If any material part of the improvements, exclusive of a parking lot, located
on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having special
flood hazards, the related Mortgagor is required to maintain insurance in an amount equal to the maximum amount available under the National
Flood Insurance Program, plus such additional excess flood coverage in an amount as is generally required by prudent institutional commercial
mortgage lenders originating mortgage loans for securitization.

&thinsp;

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) the full insurable value on a replacement cost basis
of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with
no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are
necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property by an insurer meeting the
Insurance Rating Requirements.

&thinsp;

replacement
cost valuation issued by an insurer meeting the requirements of the related Mortgage Loan Documents and the Insurance Rating
Requirements, in an amount (subject to customary deductibles) not less than the lesser of (1) the original principal balance of any
Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and
equipment owned by the mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any
event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance
provisions with respect to the Mortgaged Property. If so determined, it will be a Test pass.

17b

Review the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17a above. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

17c

Review the Insurance Summary Report (or, solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if it shows that the related Mortgaged Property is

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

Exhibit JJ-2- 20

Representations
and Warranties

Test

Review Materials

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

&thinsp;

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 seismic condition
of such property, for the sole purpose of assessing the probable maximum loss or scenario expected loss (“PML”) for the Mortgaged
Property in the event of an earthquake. In such instance, the PML was based on a 475-year return period, an exposure period of 50 years
and a 10% probability of exceedance. If the resulting report concluded that the PML would exceed 20% of the amount of the replacement
costs of the improvements, earthquake insurance on such Mortgaged Property was obtained by an insurer rated at least “A:VIII”
by A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” by S&P
Global Ratings, acting through Standard & Poor’s Financial Services LLC in an amount not less than 100% of the PML.

&thinsp;

The Mortgage Loan documents require insurance
proceeds (or an amount equal to such 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, as applicable, the Mortgagee (or a trustee appointed by it) having the right to hold
and disburse such proceeds as the repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such
Mortgage Loan together with any accrued interest thereon.

&thinsp;

All premiums on all insurance policies
referred to in this section that are required by the Mortgage Loan documents to be paid as of the Cut-off Date have been paid, and such
insurance policies name the Mortgagee 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 an Outside Serviced Mortgage Loan, the applicable Outside Trustee). Each related Mortgage
Loan obligates the related Mortgagor to maintain all such insurance and, at such Mortgagor’s failure to do so, authorizes the Mortgagee
to maintain such insurance at the Mortgagor’s cost and expense and to charge such Mortgagor for related premiums. All such insurance
policies (other than commercial liability policies) require at least 10 days’ prior notice to the Mortgagee of termination or cancellation
arising because of nonpayment of a premium and at least 30 days’ prior notice to the Mortgagee of termination or cancellation (or
such lesser period, not less than 10 days, as may be required by applicable law) arising for any reason other than non-payment of a premium
and no such notice has been received by the Seller.

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.

17d

Review
the Mortgage Loan Documents for provisions requiring the insurance coverage as stated in Test 17c above. If such provisions are found,
it will be a Test pass.

Mortgage
Loan Documents

17e

Review
the Mortgage Loan Documents and/or the survey to determine if any material part of the improvements, exclusive of a parking lot,
located on the Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as
having “special flood hazards.” If so determined, review the Insurance Summary to determine whether the Mortgagor maintains
insurance in an amount equal to the maximum amount available under the National Flood Insurance Program, plus such additional excess
flood coverage in an amount as is generally required by prudent institutional commercial mortgage lenders originating mortgage loans
for securitization.

Insurance
Summary Report

Exhibit JJ-2- 21

Representations
and Warranties

Test

Review Materials

If
so determined, it will be a Test pass.

&thinsp;

17f

If the Mortgaged Property is located within 25 miles of the coast of the Gulf of Mexico or the Atlantic coast of Florida, Georgia, South Carolina or North Carolina, review the Insurance Summary Report to determine if the property is covered for windstorm and/or windstorm related perils and/or “named storms” 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 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 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 by an insurer meeting the Insurance Rating Requirements. If so determined with respect to each part of

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

Exhibit JJ-2- 22

Representations
and Warranties

Test

Review Materials

this
Test, it will be a Test pass.

&thinsp;

17g

Review the Insurance Summary Report dated before the Cut-off Date (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) and Mortgage Loan Documents to determine if the Mortgage Property is covered, and required to be covered pursuant to the related Mortgage Loan Documents, by a commercial general liability insurance policy issued by an insurer meeting the Insurance Rating Requirements including coverage for property damage, contractual damage and personal injury (including bodily injury and death) in amounts as are generally required by the Seller for similar commercial and multifamily loans intended for securitization, and in any event not less than $1 million per occurrence and $2 million in the aggregate. If so determined, it will be a Test pass.

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

17h

Review the property condition assessment to determine if the properties are located in a seismic zone 3 or 4. If so determined, review the seismic engineering study to determine if it has been performed by an architectural or engineering consultant for the sole purpose of assessing the PML for the Mortgaged Property

Property condition assessment; Seismic engineering study

Exhibit JJ-2- 23

Representations
and Warranties

Test

Review Materials

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.

17i

Review the most recent seismic engineering study or Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or certificates of insurance) to determine if the PML would exceed 20% of the amount of the replacement costs of the improvements, and if so, review to determine if earthquake insurance on such Mortgaged Property was obtained. If so determined, determine if the insurer is meeting the Insurance Rating Requirements (as defined in representation and warranty 17). The insurance amount should be not less than 100% of the PML. If so determined with respect to each part of the Test, it will be a Test pass.

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

17j

Review the Mortgage Loan Documents for provisions requiring that insurance proceeds (or an amount equal to such insurance proceeds) in respect of a property loss be applied either (a) to the repair or restoration of all or part of the related Mortgaged Property, with respect to all property losses in excess of 5% of the then-outstanding

Mortgage Loan Documents

Exhibit JJ-2- 24

Representations
and Warranties

Test

Review Materials

principal
amount of the Mortgage Loan, the Mortgagee (or a trustee appointed by it) having the right to hold and disburse such proceeds as the
repair or restoration progresses, or (b) to the payment of the outstanding principal balance of such Mortgage Loan together with any
accrued interest thereon. If such provisions are found, it will be a Test pass.

17k

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

MS
Servicer Notices

17l

Review
the Insurance Summary Report (or solely with respect to residential cooperative properties, review the insurance policies and/or
certificates of insurance) to determine if the insurance policies name the Mortgagee 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)

17m

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

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

Exhibit JJ-2- 25

Representations
and Warranties

Test

Review Materials

insurance
will inure to the benefit of the trustee (or, in the case of an Outside Serviced Mortgage Loan, the applicable Outside Trustee). If
so determined, it will be a Test pass.

17n

Review
the Mortgage Loan Documents to determine if any Mortgage Loan obligates the Mortgagor to maintain all such insurance and, at such
Mortgagor’s failure to do so, authorizes the Mortgagee to maintain such insurance at the Mortgagor’s cost and expense
and to charge such Mortgagor for related premiums. If so determined, it will be a Test pass.

Mortgage
Loan Documents

17o

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

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

Exhibit JJ-2- 26

Representations
and Warranties

Test

Review Materials

If
so determined, it will be a Test pass.

17p

Review the MS Servicer Notices for a notation or other indication that any notice described in Test 17o may have been received by the Seller. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

18. Access; Utilities; Separate Tax Parcels . Based solely on evaluation of the Title Policy (as defined in representation and warranty 7) and survey, if any, an engineering report or property condition assessment as described in representation and warranty 11, applicable local law compliance materials as described in representation and warranty 25, and the ESA (as defined in representation and warranty 41), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in 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 parcels are created.

18a

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

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

18b

Review the zoning report, Title Policy and survey, engineering report or property condition assessment, the Sponsor Diligence and the ESA to determine if each Mortgaged Property is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.

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

18c

Review
the Title Policy and survey to determine if each Mortgaged

Title
Policy; Survey; Mortgage Loan Documents

Exhibit JJ-2- 27

Representations
and Warranties

Test

Review Materials

&thinsp;

Property
constitutes one or more separate tax parcels and do not include any property which is not part of the Mortgaged Property or is
subject to an endorsement under the most recently dated Title Policy insuring the Mortgaged Property, or in certain cases, an
application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels, 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 parcels are created. If so determined, it will be a Test pass.

19. No Encroachments . To the Seller’s knowledge based solely on surveys obtained in connection with origination and the Title Policy obtained in connection with the origination of each Mortgage Loan, and except for encroachments that do not materially and adversely affect the current marketability or principal use of the Mortgaged Property: (a) all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured against by the applicable Title Policy; (b) no material improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that are insured against by the applicable Title Policy; and (c) no material improvements encroach upon any easements except for encroachments that are insured against by the applicable Title Policy.

19a

Review the survey and Title Policy to determine if all material improvements that were included for the purpose of determining the appraised value of the Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except for encroachments that are insured by applicable Title Policy. If so determined, it will be a Test pass.

Survey; Title Policy; Appraisal

19b

Review
the survey and Title Policy to determine if there exist material improvements on adjoining parcels that encroach onto the

Survey;
Title Policy

Exhibit JJ-2- 28

Representations
and Warranties

Test

Review Materials

&thinsp;

Mortgaged
Property which are not insured by applicable Title Policy. If not so determined, it will be a Test pass.

19c

Review the survey and Title Policy to determine if there exist material improvements that encroach upon any easements except for encroachments that are insured against by the applicable Title Policy. If not so determined, it will be a Test pass.

Survey; Title Policy

20. 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 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 Seller.

20

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

Mortgage Loan Documents

21. REMIC . The 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 was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion

21a

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

Origination settlement statement; Mortgage Loan

21b

Review
the most recent appraisal and Mortgage Loan Documents to determine if&thinsp;&thinsp;(a) the Mortgage Loan is secured by an interest
in real property (including

Appraisal;
Mortgage Loan Documents

Exhibit JJ-2- 29

Representations
and Warranties

Test

Review Materials

Loans) on such date or (ii) at the Closing Date at least equal
to 80% of the adjusted issue price of the Mortgage Loan (together with any related Pari Passu Companion Loans) 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)).&thinsp;&thinsp;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.&thinsp;&thinsp;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 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
premiums 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).&thinsp;&thinsp;All terms used in this representation and warranty
will have the same meanings as set forth in the related Treasury Regulations.

&thinsp;

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 initial principal
amount of any Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the
outstanding principal amount of the Mortgage Loan (or related Whole Loans) 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

Exhibit JJ-2- 30

Representations
and Warranties

Test

Review Materials

the
only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of
Section 1.860G-2(a)(1)(ii) of the Treasury Regulations). If so determined, it will be a Test pass.

&thinsp;

21c

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)(a)(i) in the first sentence of representation and warranty 21 (substituting the date of the last such modification for the date any Mortgage Loan was originated) or sub-clause (B)(a)(ii) in the first sentence of representation and warranty 21, 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

MS Servicer Notices

Exhibit JJ-2- 31

Representations
and Warranties

Test

Review Materials

by
Revenue Procedures 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 related 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.). If there were any such modifications, and such a notation or other indication is found, it will be a Test
pass.

21d

Review the MS Servicer Notices for a notation or other indication of any claim or assertion to the effect that the Prepayment Premiums and Yield Maintenance Charges applicable to any Mortgage Loan do not constitute “customary prepayment penalties”. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

22. Compliance with Usury Laws . The mortgage rate (exclusive of any default interest, late charges, yield maintenance charge or prepayment premium) 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.

22a

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

MS Servicer Notices

Exhibit JJ-2- 32

Representations
and Warranties

Test

Review Materials

a
notation or other indication is not found, it will be a Test pass.

22b

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

MS Servicer Notices

22c

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

Mortgage Loan Documents

23. Authorized&thinsp;to&thinsp;do&thinsp;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 Issuing Entity.

23

Review the MS Servicer Notices for a notation or other indication of any claim or assertion that as of the date that the 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 Issuing Entity. If so determined, it will be a Test pass.

MS Servicer Notices

Exhibit JJ-2- 33

Representations
and Warranties

Test

Review Materials

24. Trustee under Deed of Trust . With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.

24

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

Mortgage Loan Documents

25. Local Law Compliance . To the 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, a survey, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization, the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable laws, zoning ordinances, rules, covenants, and restrictions (collectively “ Zoning Regulations ”) governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure and any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use, operation or value of such Mortgaged Property.&thinsp;&thinsp;In the event of casualty or destruction, (a) the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction, (b) law and ordinance insurance coverage has been obtained for the Mortgaged Property in amounts customarily required by the Seller for similar commercial and multifamily loans intended for securitization, (c) title insurance policy coverage has been obtained with respect to any non-conforming use or structure, or (d) the inability to restore the Mortgaged Property to the full extent of the use or structure immediately prior to the casualty would not materially and adversely affect the use or operation of such Mortgaged Property. The Mortgage Loan documents require the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.

25a

Review the zoning report, 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, a survey or other affirmative investigation of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization to determine if the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan are in material compliance with applicable Zoning Regulations governing the occupancy, use, and operation of such Mortgaged Property or constitute a legal non-conforming use or structure. If so determined, it will be a Test pass.

Zoning report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy; Survey; Other affirmative investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization

25b

Review
the zoning report, 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, a survey or other affirmative investigation

Zoning
report; Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the related Title Policy;
Survey; Other affirmative investigation conducted by the Seller for similar commercial and multifamily mortgage

Exhibit JJ-2- 34

Representations
and Warranties

Test

Review Materials

&thinsp;

of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization to determine if any non-conformity with zoning laws constitutes a legal non-conforming use or structure which does not materially and adversely affect the use or operation of such Mortgaged Property. If so determined, review the Insurance Summary Report to determine if title insurance policy was obtained prior to the Closing Date with respect to any non-conforming use or structure. If so determined, it will be a Test pass.

loans intended for securitization; Insurance Summary Report

25c

Review the Mortgage Loan Documents for provisions to the effect that, in the event of casualty or destruction, the Mortgaged Property may be restored or repaired to the full extent necessary to maintain the use of the structure immediately prior to such casualty or destruction. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

25d

If
the zoning report, 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, a survey or other affirmative investigation

Zoning
report; Insurance Summary Report (solely with respect to residential cooperative properties, the insurance policies and/or certificates
of insurance); Letter from any governmental authorities; Legal opinion; Architect’s letter; Endorsement to the

Exhibit JJ-2- 35

Representations
and Warranties

Test

Review Materials

&thinsp;

of local law compliance consistent with the investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization indicates that all or any part of the Mortgaged Property do not comply with zoning laws, 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 law and ordinance coverage was obtained prior to the Closing Date that provides coverage for additional costs to rebuild and/or repair the property to current Zoning Regulations. If not so determined, review the Title Policy to determine if it insures over such nonconformity. If so determined, it will be a Test pass.

related Title Policy; Survey; Other affirmative investigation conducted by the Seller for similar commercial and multifamily mortgage loans intended for securitization

25e

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

Mortgage Loan Documents

26. Licenses and Permits . Each Mortgagor covenants in the Mortgage Loan documents that it will keep all material licenses, permits, franchises, certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect, and to the Seller’s knowledge based upon any of a letter from any government authorities, zoning consultant’s report or other affirmative investigation of local law compliance consistent with the investigation

26a

Review the Mortgage Loan Documents to determine if the Mortgagor has covenanted to keep all material licenses, permits, franchises,

Mortgage Loan Documents

Exhibit JJ-2- 36

Representations
and Warranties

Test

Review Materials

conducted
by the Seller for similar commercial and multifamily mortgage loans intended for securitization; all such material licenses, permits,
franchises, certificates of occupancy and applicable governmental approvals are in effect or the failure to obtain or maintain such material
licenses, permits, franchises or certificates of occupancy and applicable governmental approvals does not materially and adversely affect
the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or
the rights of a holder of the related Mortgage Loan.&thinsp;&thinsp;The Mortgage Loan documents require the related Mortgagor to comply
in all material respects with all applicable regulations, zoning and building laws.

certificates of occupancy and applicable governmental approvals necessary for the operation of the Mortgaged Property in full force and effect. If so determined, it will be a Test pass.

26b

Review the Mortgage Loan Documents and the MS Servicer Notices for a notation or other indication that (a) the Seller had knowledge that any licenses, permits, franchises and applicable governmental approvals necessary for the operation of the Mortgaged Property are not in effect, and (b) the failure to obtain or maintain such material licenses, permits, franchises and applicable governmental approvals necessary could materially and adversely affect the use and/or operation of the Mortgaged Property as it was used and operated as of the date of origination of the Mortgage Loan or the rights of a holder or the related Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.

Mortgage Loan Documents; MS Servicer Notices

26c

Review the Mortgage Loan Documents for provisions requiring the related Mortgagor and the Mortgaged Property to comply in all material respects with all applicable regulations, zoning and building laws. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

Exhibit JJ-2- 37

Representations
and Warranties

Test

Review Materials

27. Recourse Obligations . The Mortgage Loan documents for each Mortgage Loan (a) provide that such Mortgage Loan becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis ) in any of the following events (or negotiated provisions of substantially similar effect):&thinsp;&thinsp;(i) if any petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, will be filed by, consented to, or acquiesced in by, the Mortgagor; (ii) the Mortgagor or guarantor will have solicited or caused to be solicited petitioning creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) transfers of either the Mortgaged Property or controlling equity interests in the Mortgagor made in violation of the Mortgage Loan documents; and (b) contains provisions for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis ), for losses and damages resulting from the following (or negotiated provisions of substantially similar effect):&thinsp;&thinsp;(i) the Mortgagor’s misappropriation of rents after an event of default, security deposits, insurance proceeds, or condemnation awards; (ii) the Mortgagor’s fraud or intentional material misrepresentation; (iii) breaches of the environmental covenants in the Mortgage Loan documents; or (iv) the Mortgagor’s commission of intentional material physical waste at the Mortgaged Property (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).

27a

Review the Mortgage Loan Documents for provisions permitting full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged Property that are not de minimis ) in connection with the events or circumstances set forth in clauses (a)(i) through (a)(iii) 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 to determine if there exist provisions permitting recourse against the Mortgagor and guarantor (which
is a natural person or persons, or an entity or entities distinct from the Mortgagor (but may be Affiliated with the Mortgagor) that
collectively, as of the date of origination of the related Mortgage Loan, have assets other than equity in the related Mortgaged
Property that are not de minimis ), for losses and damages resulting from the events or circumstances set forth in clauses
(b)(i) through (b)(iv) of representation and warranty 27. If so

Mortgage
Loan Documents

Exhibit JJ-2- 38

Representations
and Warranties

Test

Review Materials

&thinsp;

determined,
it will be a Test pass.

28. Mortgage Releases . The terms of the related Mortgage or related
Mortgage Loan documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except
(a) a partial release, accompanied by principal repayment, or partial defeasance (as described in representation and warranty 33), in
each case of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such
portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage
Loan, (c) upon a Defeasance (defined in representation and warranty 33 below), (d) releases of out-parcels that are unimproved or other
portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and
which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for
physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation.
With respect to any partial release (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 Treasury Regulations Section 1.860G-2(b)(2) 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) of the Code; or (y) the Mortgagee or servicer can, in accordance with the
related Mortgage Loan documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel
to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), 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 (together with any related Pari Passu Companion Loans) 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.

&thinsp;

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, unless an opinion of counsel is delivered as specified in clause (y) of the preceding paragraph, the Mortgagor can be
required to pay down the principal balance of the Mortgage Loan (together with any related Pari Passu Companion Loans) in an amount not
less than the amount required by the REMIC Provisions and, to such extent, the condemnation proceeds or the award from any such taking
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)

28a

Review the Mortgage Loan Documents for provisions stating that, if the related Mortgage Loan Documents permit a property release, the only conditions under which a property may be released during the life of the Mortgage Loan are as set forth in clauses (a) through (e) of the first sentence of representation and warranty 28. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

28b

Review the Mortgage Loan Documents for provisions stating that with respect to any partial release described in clauses (a) or (d) of the first sentence of representation and warranty 28 either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) 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) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding

Mortgage Loan Documents

Exhibit JJ-2- 39

Representations
and Warranties

Test

Review Materials

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
(together with any related Pari Passu Companion Loans).

&thinsp;

No such Mortgage Loan that is secured
by more than one Mortgaged Property or that is cross-collateralized with another 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.

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 (together with any related Pari Passu Companion Loans) 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 loan-to-value ratio and other requirements
of the REMIC Provisions. If such provisions are found, it will be a Test pass.

28c

Review the 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 (together with any related Pari Passu Companion Loans) in an

Mortgage Loan Documents

Exhibit JJ-2- 40

Representations
and Warranties

Test

Review Materials

amount
not less than the amount required by the REMIC Provisions and, to such extent, the award from any such taking 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 (together with any related Pari Passu
Companion Loans). If such provisions are found, it will be a Test pass.

28d

Review the Mortgage Loan Documents for provisions stating that no such Mortgage Loan that is secured by more than one Mortgaged Property or that is cross- collateralized with another Mortgage Loan permits the release of cross-collateralization of the related Mortgaged Properties or a portion thereof, including due to

Mortgage Loan Documents

Exhibit JJ-2- 41

Representations
and Warranties

Test

Review Materials

a
partial condemnation, other than in compliance with the REMIC Provisions. If such provisions are found, it will be a Test pass.

29. Financial Reporting and Rent Rolls . Each Mortgage Loan requires the Mortgagor to provide the owner or holder of the Mortgage Loan with (a) quarterly (other than for single-tenant properties) and annual operating statements, (b) quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual lease which accounts for more than 5% of the in-place base rent, and (c) annual financial statements.

29a

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) and annual operating statements. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

29b

Review the Mortgage Loan Documents for provisions that require the Mortgagor to provide the owner or holder of the Mortgage Loan with quarterly (other than for single-tenant properties) rent rolls (or maintenance schedules in the case of Mortgage Loans secured by residential cooperative properties) for properties that have any individual ease which accounts for more than 5% of the in-place base rent and annual financial statements.&thinsp;&thinsp;If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

30.
Acts of Terrorism Exclusion . With respect to each Mortgage Loan over $20 million, as of origination the related special-form
all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not
specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk
Insurance Program Reauthorization Act of 2007 and the Terrorism Risk Insurance Program Reauthorization Act of 2015 (collectively
referred to as “ TRIPRA ”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism
insurance policy.&thinsp;&thinsp;With respect to each Mortgage Loan, the related Mortgage Loan documents do not expressly waive or
prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA, or

30a

Review
the Mortgage Loan Documents to determine if the original principal balance was greater than $20 million. If so, review the insurance
coverage review document for an indication that the special-form all-risk insurance policy and business interruption

Mortgage
Loan Documents; Insurance coverage review document

Exhibit JJ-2- 42

Representations
and Warranties

Test

Review Materials

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 TRIPRA
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 will not be required to spend on terrorism
insurance coverage more than two times the amount of the insurance premium that is payable in respect of the property and business interruption/rental
loss insurance required under the related Mortgage Loan documents (without giving effect to the cost of terrorism and earthquake components
of such casualty and business interruption/rental loss insurance) at the time of the origination of the Mortgage Loan, 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.

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.&thinsp;&thinsp;If such an indication is found, it will be a Test pass.

30b

Review the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIPRA (as defined in representation and warranty 30), or damages related thereto, except to the extent that any right to require such coverage may be limited by commercial availability on commercially reasonable terms, or as otherwise indicated on Exhibit C to the applicable Mortgage Loan Purchase Agreement, provided, that if TRIPRA 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 will not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable in respect of

Mortgage Loan Documents

Exhibit JJ-2- 43

Representations
and Warranties

Test

Review Materials

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 the time
of the origination of the Mortgage Loan, and if the cost of terrorism insurance exceeds such amount, the Mortgagor is required to
purchase the maximum amount of terrorism insurance available with funds equal to such amount. If such provisions are not found, it
will be a Test pass.

31. Due on Sale or Encumbrance . Subject to specific exceptions set forth below, each 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 Mortgage Loan documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to the Seller, including, but not limited to, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Mortgage Loan documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Mortgage Loan documents, (iii) transfers of less than, or other than, a controlling interest in a Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Mortgage Loan documents or a Person satisfying specific criteria identified in the related Mortgage Loan documents, (v) transfers of common stock in publicly traded companies or (vi) a substitution or release of collateral within the parameters of representation and warranties 28 and 33 herein, 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 to Exhibit B to the applicable Mortgage Loan Purchase Agreement, or future permitted mezzanine debt as set forth on Schedule B-2 to Exhibit B to the applicable Mortgage Loan Purchase Agreement, or (b) the related Mortgaged

31a

Review the Mortgage Loan Documents for “due-on-sale” or other such provisions for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan in the circumstances described in the first sentence of representation and warranty 31. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

31b

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

Mortgage Loan Documents

Exhibit JJ-2- 44

Representations and Warranties

Test

Review Materials

Property
is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan
of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Mortgage Loan documents,
(ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage
Loan as set forth on Schedule B-3 to Exhibit B to the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances.&thinsp;&thinsp;The
Mortgage or other Mortgage Loan documents provide that to the extent any Rating Agency fees are incurred in connection with the review
of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable fees
and expenses incurred by the Mortgagee relative to such transfer or encumbrance.

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

32. Single-Purpose Entity . Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding.&thinsp;&thinsp;Each Mortgage Loan with a Cut-off Date Balance of $30 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor.&thinsp;&thinsp;For this purpose, a “ Single-Purpose Entity ” means an entity, other than an individual, whose organizational documents and the related Mortgage Loan documents (or if the Mortgage Loan has a Cut-off Date Balance equal to $10 million or less, its organizational documents or the related Mortgage Loan documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties and prohibit it from engaging in any business unrelated to such Mortgaged Property or Mortgaged Properties, and whose organizational documents further provide, or which entity represented in the related Mortgage Loan documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Mortgaged Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Mortgage Loan documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.

32a

Review the Mortgage Loan Documents for provisions that require that the Mortgagor to be a Single-Purpose Entity (as defined in representation and warranty 32) for at least as long as any Mortgage Loan is outstanding. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

32b

Review the Mortgage Loan Schedule for the Cut-off Date Balance of the Mortgage Loan. If the Mortgage Loan had a Cut-off Date Balance in excess of $10 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

32c

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 $30 million, review the Mortgagor’s Counsel Opinion regarding non-

Mortgage
Loan Schedule; Mortgagor’s Counsel Opinion

Exhibit JJ-2- 45

Representations
and Warranties

Test

Review Materials

&thinsp;

consolidation of the Mortgagor. If such an opinion is found, it will be a Test pass.

33. Defeasance . With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “ Defeasance ”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment premium), and if the 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 defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

33

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 (viii) of representation and warranty 33. If such provisions are found, it will be a Test pass.

Mortgage Loan Documents

34. 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 ARD Loans and situations where default interest is imposed.

34

Review the Mortgage Loan Documents for an indication that the loan has a fixed interest rate that remains fixed throughout the term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed. If such an indication is found, it will be a Test pass.

Mortgage Loan Documents

Exhibit JJ-2- 46

Representations
and Warranties

Test

Review Materials

35. Ground Leases . For purposes of these representations and warranties,
a “ Ground Lease ” means a lease creating a leasehold estate in real property where the fee owner as the ground lessor
conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises
demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject
to the reversionary interest of the ground lessor as fee owner.

&thinsp;

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

&thinsp;

(A)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;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 and Related Documents permit the interest of the lessee to be encumbered by the related Mortgage and do
not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely
affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination
of the Mortgage Loan, except by any written instruments which are included in the related Mortgage File;

&thinsp;

(B)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The lessor under such Ground
Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease and Related Documents) that the Ground Lease
may not be amended, modified, canceled or terminated by agreement of lessor and lessee without the prior written consent of the Mortgagee;

&thinsp;

(C)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;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 the 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);

&thinsp;

(D)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The Ground Lease either (i)
is not subject to any interests, estates, liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related
fee interest of the ground lessor and the Permitted Encumbrances and Title Exceptions; or (ii) is the subject of a subordination, non-disturbance
or attornment agreement or similar agreement to which the Mortgagee on the lessor’s fee interest is subject;

&thinsp;

(E)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Subject
to the notice requirements of the Ground Lease and Related Documents, 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

35a

Review the appraisal to determine if the Mortgage Loan is secured by a Ground Lease (as defined in representation and warranty 35), in whole or in part. If so, review the Title Policy and Mortgage Loan Documents for an indication that the related Mortgage does not also encumber the lessor’s fee interest in the Mortgaged Property. If such an indication exists, proceed to Tests 35b through 35r.

Appraisal; Title Policy; Mortgage Loan Documents

35b

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

Title Policy; Mortgage Loan Documents

35c

Review the Ground Lease and Related Documents 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 and Related Documents

35d

Review the MS Servicer Notices for notation that, as of the Closing Date, there was a material change in the terms of the Ground Lease since the origination of the

MS Servicer Notices; Mortgage File

Exhibit JJ-2- 47

Representations
and Warranties

Test

Review Materials

and
assigns without the consent of the lessor thereunder ( provided that proper notice
is delivered to the extent required in accordance with the Ground Lease or, if such consent
is required it either has been obtained or cannot be unreasonably withheld, provided that
such Ground Lease has not been terminated and all amounts due thereunder have been paid),
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 ( provided that
proper notice is delivered to the extent required in accordance with the Ground Lease or,
if such consent is required it either has been obtained or cannot be unreasonably withheld,
provided that such Ground Lease has not been terminated and all amounts due thereunder have
been paid);

&thinsp;

(F)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the 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 Seller’s knowledge, such Ground Lease is in
full force and effect as of the Closing Date;

&thinsp;

(G)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
Ground Lease and Related Documents require the lessor to give to the Mortgagee written notice of any default, provided that no notice
of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;

&thinsp;

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

&thinsp;

(I)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;The
Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Seller in connection
with the origination of similar commercial or multifamily loans intended for securitization;

&thinsp;

(J)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;Under
the terms of the Ground Lease and Related Documents, any related insurance proceeds or the portion of the condemnation award allocable
to the ground lessee’s interest (other than in respect of a total or substantially total loss or taking as addressed in subpart
(k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds
are in excess of the threshold amount specified in the related Mortgage Loan documents) the Mortgagee or a trustee appointed by it having
the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance
of the Mortgage Loan, together with any accrued interest;

&thinsp;

(K)&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;&thinsp;In
the case of a total or substantially total taking or loss, under the terms of the Ground Lease and Related Documents, 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

Mortgage
Loan. If no such notation is found, it will be a Test pass. If such notation is found, review the Mortgage File for a modification
agreement or other such instrument is in the Mortgage File. If the modification agreement or instrument is in the Mortgage File,
it will be a Test pass.

35e

Review
the Ground Lease and Related Documents for a provision that the Ground Lease may not be amended, modified, canceled or terminated
without the prior written consent of the Mortgagee and that any such action without such consent is not binding on the Mortgagee.
If such a provision is found, it will be a Test pass.

Ground
Lease and Related Documents

35f

Review
the Ground Lease and Related Documents 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

Ground
Lease and Related Documents

Exhibit JJ-2- 48

Representations
and Warranties

Test

Review Materials

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

&thinsp;

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

amortizes).
If such an indication is found, it will be a Test pass.

35g

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

Title
Policy; SNDA

35h

Review
the Ground Lease and Related Documents 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 ( provided that proper notice is delivered to the extent required in accordance
with the Ground Lease or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided
that such Ground Lease has not been terminated an all amounts due

Ground
Lease and Related Documents

Exhibit JJ-2- 49

Representations
and Warranties

Test

Review Materials

&thinsp;

thereunder
have been paid). If such indication is found, it will be a Test pass.

35i

Review the Ground Lease and Related Documents for an indication that 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 ( provided that proper notice is delivered to the extent required in accordance with the Ground Lease or, if such consent is required it either has been obtained or cannot be unreasonably withheld, provided that such Ground Lease has not been terminated an all amounts due thereunder have been paid). If such indication is found, it will be a Test pass.

Ground Lease and Related Documents

35j

Review the MS Servicer Notices for notation that the 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

35k

Review
the MS Servicer Notices for notation that to the 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

MS
Servicer Notices

Exhibit JJ-2- 50

Representations
and Warranties

Test

Review Materials

&thinsp;

found,
it will be a Test pass.

35l

Review
the MS Servicer Notices for a notation that to the 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

35m

Review
the Ground Lease and Related Documents for provisions that the lessor is required to give to the Mortgagee written notice of any
default, provided that no notice of default or termination is effective against the Mortgagee unless such notice is given to the
Mortgagee. If such provisions are found, it will be a Test pass.

Ground
Lease and Related Documents

35n

Review
the Ground Lease and Related Documents for provisions that the Mortgagee is permitted a reasonable opportunity (including, where
necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to
cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the
lessor may terminate the Ground Lease. If such provisions are found, it will be a Test pass.

Ground
Lease and Related Documents

35o

Review
the Ground Lease for provisions that impose any commercially unreasonable restrictions

Ground
Lease

Exhibit JJ-2- 51

Representations
and Warranties

Test

Review Materials

&thinsp;

on subletting in connection with the origination of similar commercial or multifamily loans intended for securitization. If no such provisions are found, it will be a Test pass.

35p

Review the Ground Lease and Related Documents 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 in respect of a total or substantially total loss or taking as addressed in subpart (34k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Mortgage Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.

Ground Lease and Related Documents; Mortgage Loan Documents

35q

Review
the Ground Lease and Related Documents and the Mortgage Loan Documents for an indication that, in the case of a total or

Ground
Lease and Related Documents; Mortgage Loan Documents

Exhibit JJ-2- 52

Representations
and Warranties

Test

Review Materials

&thinsp;

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

35r

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

Ground Lease and Related Documents

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

36

Review the MS Servicer Notices for a notation or other indication of any claims or assertions to the effect that the servicing and collection practices used by the Seller with respect to the Mortgage Loan was not

MS Servicer Notices

Exhibit JJ-2- 53

Representations
and Warranties

Test

Review Materials

in
all material respects legal, or in accordance with customary industry standards for servicing of commercial loans for conduit loan
programs. If such a notation or other indication is not found, it will be a Test pass.

37. Origination and Underwriting . The origination practices of the Seller (or the related originator if the 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 applicable Mortgage Loan Purchase Agreement.

37

Review the MS Servicer Notices for notation to the effect that the origination practices of the Seller (or the related originator if the 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 37 does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in Exhibit B to the applicable Mortgage Loan Purchase Agreement. If no such notation is found, it will be a Test pass.

MS Servicer Notices

38. 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 in the prior 12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), and as of Cut-off Date, no Mortgage Loan is delinquent (beyond any applicable grace or cure period) in making required payments.&thinsp;&thinsp;To the Seller’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no

38a

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 in the

MS Servicer Notices

Exhibit JJ-2- 54

Representations
and Warranties

Test

Review Materials

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 Seller in Exhibit B to the applicable Mortgage Loan Purchase Agreement.&thinsp;&thinsp;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 Mortgage Loan documents.

prior
12 months (or since origination if such Mortgage Loan has been originated within the past 12 months), 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.

38b

Review
the MS Servicer Notices for notation of the 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

39. Bankruptcy . As of the date of origination of the related Mortgage Loan and to the Seller’s knowledge as of the Cut-off Date, neither the Mortgaged
Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor
or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.

39

Review the Lexis/Nexis (or comparable search) and the MS Servicer Notices for an indication that the Mortgaged Property (other than any
tenants of such Mortgaged Property), or any portion thereof, was the subject of, or a Mortgagor, guarantor or

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

Exhibit JJ-2- 55

Representations
and Warranties

Test

Review Materials

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.

40. 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 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.&thinsp;&thinsp;Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Schedule B-4 to Exhibit B to the related Mortgage Loan Purchase Agreement, no Mortgage Loan has a Mortgagor that is an Affiliate of a Mortgagor with respect to another Mortgage Loan.&thinsp;&thinsp;An “Affiliate” for purposes of this representation and warranty 40 means, a Mortgagor that is under direct or indirect common ownership and control with another Mortgagor.

40a

Review the Diligence File to determine if it includes certified copies of the organizational documents of the Mortgagor indicating that the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. If such indication is found, it will be a Test pass.

Diligence File

40b

Review the Diligence File for an indication that, except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan and other than as set forth on Schedule B-4 to Exhibit B to the related Mortgage Loan Purchase Agreement, 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.

Diligence File

41.
Environmental Conditions . A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental
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 (i) did not identify the existence of recognized
environmental

41a

Review
the Diligence File to determine if an ESA (as defined in representation and warranty 41) is included. If so, review the ESA for an
indication that it was conducted within 12

Diligence
File; ESA

Exhibit JJ-2- 56

Representations
and Warranties

Test

Review Materials

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, or (ii) if the existence of an Environmental Condition or need for further
investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated
by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable
environmental laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related
Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead
based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance
plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C)
the Environmental Condition identified in the related environmental report was remediated or abated or contained in all material respects
prior to the date hereof, and, if and as appropriate, a no further action, completion or closure letter or its equivalent was obtained
from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise
listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action
is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the
identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Moody’s
Investors Service, Inc., S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, Fitch Ratings, Inc.
and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance
and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related
to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action.&thinsp;&thinsp;To
the 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.

months prior to the origination date of the Mortgage Loan. If such an indication is found, it will be a Test pass.

41b

Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If no such indication is found, it will be a Test pass.

ESA

41c

Review the ESA for an indication that it identified (i) the existence of a recognized environmental condition at the related Mortgaged Property or (ii) the need for further investigation. If such an indication is found, the following test procedures (subparts 41c-1 through 41c-6) will be performed. If any of the subparts indications are found, it will be a Test pass.

ESA; Escrow Statements; Loan Documents; Diligence File

&thinsp;

1.&thinsp;&thinsp;&thinsp; Review escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition has been escrowed by the Mortgagor and is held by the related Mortgagee.

Escrow statements

Exhibit JJ-2- 57

Representations
and Warranties

Test

Review Materials

&thinsp;

2.&thinsp; 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 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.

&thinsp;ESA

&thinsp;

3.&thinsp; Review the Diligence File 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, as evidenced by a no further action or closure letter that was obtained from the applicable governmental regulatory authority, or a reputable environmental consultant has concluded that no further action is required.

Diligence File

4.&thinsp;
Review the insurance coverage review documents for an indication that an environmental policy or a lender’s pollution legal
liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated
no

Insurance
coverage review documents

Exhibit JJ-2- 58

Representations
and Warranties

Test

Review Materials

&thinsp;

&thinsp;

less than A- (or the equivalent) by Moody’s Investors Service, Inc., S&P Global Ratings, Fitch Ratings, Inc. and/or A.M. Best Company.

&thinsp;

5.&thinsp; Review the Diligence File for an indication that a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources considered by the Seller to be adequate to address the situation.

Diligence File

&thinsp;

6. Review the Diligence File for an indication that a party related to the Mortgagor having financial resources estimated by the Seller to be adequate to address the situation is required to take action.

Diligence File

41d

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

MS Servicer Notices; ESA

42. Appraisal . The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6 months of the Mortgage Loan origination date, and within 12 months of the Cut-off Date.&thinsp;&thinsp;The appraisal is signed by an appraiser that (i) is a Member of the Appraisal Institute, and (ii) to the Seller’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan.&thinsp;&thinsp;Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. Each appraisal contains a statement or is accomplished by a letter from the appraiser, to the effect that the appraisal was performed in accordance with the requirement of the Financial

42a

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

Appraisal

42b

Review the appraisal to determine if it includes an appraiser’s certification or supplemental letter that

Appraisal

Exhibit JJ-2- 59

Representations
and Warranties

Test

Review Materials

Institutions
Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.

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.

42c

Review
the appraisal to determine if it signed by an appraiser that is a Member of the Appraisal Institute, that the Seller had knowledge
that the signing appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on
the security thereof, 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

42d

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

Appraisal

42e

Review
the appraisal or a letter from the appraiser for a statement that the appraisal was performed in accordance with the requirement
of the Financial Institutions Reform, Recovery and

Appraisal

Exhibit JJ-2- 60

Representations
and Warranties

Test

Review Materials

&thinsp;

Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated. If so determined, it will be a Test pass.

43. Mortgage Loan Schedule . The information pertaining to each Mortgage Loan which is set forth in the mortgage loan schedule attached as an exhibit 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 Pooling and Servicing Agreement to be contained therein.

43a

Review the mortgage loan schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement and compare it to the corresponding information in (i) Annex A to the final prospectus (ii) Mortgage Loan Documents, (iii) Pooling and Servicing Agreement, and (iv) asset summary report to determine if there are discrepancies between the documents.&thinsp;&thinsp;If there are no such discrepancies, it will be a Test pass.

Mortgage Loan Schedule; Annex A to final prospectus; Mortgage Loan Documents; Pooling and Servicing Agreement; Asset summary report

43b

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

Mortgage Loan Schedule; Pooling and Servicing Agreement

44. Cross-Collateralization . No Mortgage Loan is cross-collateralized or cross-defaulted with any other mortgage loan that is outside the Mortgage Pool, except in the case of a Mortgage Loan that is part of a Whole Loan.

44

Except with respect to a Mortgage Loan that is part of a Whole Loan, 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. If not so determined, it will be a Test pass.

Mortgage Loan Documents

45.
Advance of Funds by the Seller . Except for loan proceeds advanced at the time of loan origination or other payments contemplated
by the Mortgage Loan documents, no advance of funds has been made by the Seller to the related Mortgagor, and no funds have been
received from any

45a

Review
the MS Servicer Notices for a notation or other indication that an advancement of funds

MS
Servicer Notices

Exhibit JJ-2- 61

Representations
and Warranties

Test

Review Materials

person
other than the related Mortgagor or an affiliate, directly, or, to the knowledge of the Seller, indirectly for, or on account of, payments
due on the Mortgage Loan.&thinsp;&thinsp;Neither the 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.

(other than loan proceeds advanced at the time of loan origination) had been made by the Seller to the related Mortgagor, or that funds have been received from any person other than the related Mortgagor or an Affiliate, directly, indirectly for, or on account of, payments due on the Mortgage Loan. If such a notation or other indication is not found, it will be a Test pass.

45b

Review the Mortgage Loan Documents to determine if the 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 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.

46

Review the MS Servicer Notices for a notation or other indication of any claim or assertion that the 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. If such a notation or other indication is not found, it will be a Test pass.

MS Servicer Notices

Exhibit JJ-2- 62

&thinsp;

EXHIBIT JJ-3

GSMC ASSET REVIEW PROCEDURES

&thinsp;

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-3 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 Test if the sole reason for not satisfying the
applicable Test is caused by such exception(s);

Exhibit JJ-3- 1

(G)

Evidence of a failure of a Test could result from (i)&thinsp;an affirmative determination by the Asset Representations
Reviewer that the Test failed to achieve a Test pass, or (ii)&thinsp;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)&thinsp;the existence or nonexistence of a Material Defect, or (ii)&thinsp;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-3 , 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)&thinsp;Review Materials
specified in the related Test and (2)&thinsp;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.

&thinsp;

Representations
and Warranties

&thinsp;

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.&thinsp;&thinsp;Each Mortgage Loan that is part of a Whole Loan is a portion of a whole loan evidenced by a Mortgage Note.&thinsp;&thinsp;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, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing

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.&thinsp;&thinsp;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 ”); Mortgage Loan Schedule.

Exhibit JJ-3- 2

Representations
and Warranties

&thinsp;

Test

Review

Materials

rights
appointment or similar agreement.&thinsp;&thinsp;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.

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 the related Mortgagor,
guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding

2a

Review the opinion of Mortgagor’s counsel (“ Mortgagor’s Counsel Opinion ”) for an indication that it contains language that the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed

Mortgagor’s Counsel Opinion

Exhibit JJ-3- 3

Representations
and Warranties

&thinsp;

Test

Review

Materials

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)&thinsp;as such enforcement
may be limited by (a)&thinsp;bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally and (b)&thinsp;general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) and (ii)&thinsp;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&thinsp;(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&thinsp;(i) and (ii)&thinsp;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.

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 holder thereof adequate for the practical realization against the Mortgaged

3

Review the Mortgage Loan Documents and Mortgagor’s Counsel Opinion for an indication that the Mortgage Loan Documents contain provisions that render the rights and remedies of the

Mortgage Loan Documents; M Mortgagor’s Counsel Opinion

Exhibit JJ-3- 4

Representations
and Warranties

&thinsp;

Test

Review

Materials

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

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

4. Mortgage Status; Waivers and Modifications . Since origination and except by written instruments set forth in the related Mortgage File or as otherwise provided in the related Mortgage Loan documents (a)(1)&thinsp;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 the Cut-Off Date, to the knowledge of the Mortgage Loan Seller, there has been no written request from the related Mortgagor 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)&thinsp;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)&thinsp;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 material adverse effect on such Mortgage

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.

&thinsp;

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 waived, impaired, modified, altered, satisfied, cancelled, subordinated or rescinded in any

&thinsp;

Exhibit JJ-3- 5

Representations
and Warranties

&thinsp;

Test

Review

Materials

Loan
that have been consented to by the Mortgage Loan Seller on or after the Cut-Off Date.

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.&thinsp;&thinsp;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

&thinsp;

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

&thinsp;

Exhibit JJ-3- 6

Representations
and Warranties

&thinsp;

Test

Review

Materials

5.
Lien; Valid Assignment .&thinsp;&thinsp;&thinsp;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).&thinsp;&thinsp;Each
related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor.&thinsp;&thinsp;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&thinsp;&thinsp;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.&thinsp;&thinsp;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).&thinsp;&thinsp;Notwithstanding
anything in the Mortgage

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.&thinsp;&thinsp;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 Encumbrances, Title Exceptions and those which are bonded over, escrowed

Title Policy

Exhibit JJ-3- 7

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

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), interest
in the Mortgaged Property or good and marketable title free and clear of any pledge, lien, encumbrance

MS
Servicer Notices

Exhibit JJ-3- 8

Representations
and Warranties

&thinsp;

Test

Review

Materials

&thinsp;

or security interest. If such a notation or other indication is not found, it will be a Test pass.

6.
Permitted Liens; Title Insurance .&thinsp;&thinsp;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&thinsp;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)&thinsp;the lien of current real property taxes, water charges, sewer rents and assessments not yet due and
payable; (b)&thinsp;covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c)&thinsp;the
exceptions (general and specific) and exclusions set forth in such Title Policy; (d)&thinsp;other matters to which like properties are
commonly subject; (e)&thinsp;the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged
Property and condominium declarations; and (f)&thinsp;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)&thinsp;through (f), individually or
in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the

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.&thinsp;&thinsp;If not so determined, it will be a Test pass.

Title Policy

6d

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

Title Policy; MS Servicer Notices

6e

Review the MS Servicer Notices for a notation or other indication that the Mortgage Loan Seller, or any other holder of the Mortgage Loan, has done,

MS Servicer Notices

Exhibit JJ-3- 9

Representations
and Warranties

&thinsp;

Test

Review

Materials

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 ”).&thinsp;&thinsp;Except as contemplated by clause&thinsp;(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.&thinsp;&thinsp;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.&thinsp;&thinsp;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.

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.

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).&thinsp;&thinsp;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 subordinate mortgages or junior liens securing the payment of money

MS
Servicer Notices; Mortgage Loan Purchase Agreement

Exhibit JJ-3- 10

Representations
and Warranties

&thinsp;

Test

Review

Materials

&thinsp;

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).&thinsp;&thinsp;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.&thinsp;&thinsp;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 rents or for the related Mortgagee to

Assignment
of Leases, Rents and Profits; Mortgage

Exhibit JJ-3- 11

Representations
and Warranties

&thinsp;

Test

Review

Materials

&thinsp;

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 .&thinsp;&thinsp;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.&thinsp;&thinsp;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.&thinsp;&thinsp;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 dated no more than twelve months

Engineering report; Property condition assessment

Exhibit JJ-3- 12

Representations
and Warranties

&thinsp;

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)&thinsp;any damage or deficiency that is estimated to cost less than $50,000
to repair, (ii)&thinsp;any deferred maintenance for which escrows were established at origination and (iii)&thinsp;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.

prior
to the Cut-off Date.&thinsp;&thinsp;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.

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.&thinsp;&thinsp;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)&thinsp;the date on which interest and/or penalties would first be payable thereon
and (b)&thinsp;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 proceeding pending, and, to the

12

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

MS
Servicer Notices

Exhibit JJ-3- 13

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

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)&thinsp;such Mortgagor’s title to the Mortgaged Property, (b)&thinsp;the validity or enforceability of the Mortgage, (c)&thinsp;such Mortgagor’s ability to perform under the related Mortgage Loan, (d)&thinsp;such guarantor’s ability to perform under the related guaranty, (e)&thinsp;the principal benefit of the security intended to be provided by the Loan Documents or (f)&thinsp;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 to the

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 required pursuant to the Mortgage

MS Servicer Notices

Exhibit JJ-3- 14

Representations
and Warranties

&thinsp;

Test

Review

Materials

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

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)&thinsp;the original principal balance
of the Mortgage Loan and (2)&thinsp;the full insurable value on a replacement cost basis of the improvements, furniture, furnishings,
fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation),
but, in any event, not less than the amount necessary or containing

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 basis of the improvements,
furniture, furnishings,

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

Exhibit JJ-3- 15

Representations
and Warranties

&thinsp;

Test

Review

Materials

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&thinsp;months (or with respect to each Mortgage Loan on a single asset with a principal balance of $50&thinsp;million
or more, 18&thinsp;months).

If any material part of the improvements, exclusive of a parking
lot, located on a Mortgaged Property is in an area identified in the Federal Register by the Federal Emergency Management Agency as having
special flood hazards, the related Mortgagor is required to maintain insurance in the

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 insurance in the maximum amount available under the National Flood

Mortgage Loan Documents; Survey; Insurance Summary Report

Exhibit JJ-3- 16

Representations
and Warranties

&thinsp;

Test

Review

Materials

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)&thinsp;the original principal balance
of the Mortgage Loan and (2)&thinsp;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&thinsp;million per occurrence and $2&thinsp;million in the aggregate.

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

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 for loans originated
for securitization, and in any

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

Exhibit JJ-3- 17

Representations
and Warranties

&thinsp;

Test

Review

Materials

PML,
as applicable, was based on a 475-year return period, an exposure period of 50&thinsp;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.&thinsp;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)&thinsp;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)&thinsp;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

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.&thinsp;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-3- 18

Representations
and Warranties

&thinsp;

Test

Review

Materials

such
insurance policies (other than commercial liability policies) require at least 10&thinsp;days’
prior notice to the lender of termination or cancellation arising because of nonpayment of
a premium and at least 30&thinsp;days’ prior notice to the lender of termination or
cancellation (or such lesser period, not less than 10&thinsp;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

Mortgage
Loan Documents

Exhibit JJ-3- 19

Representations
and Warranties

&thinsp;

Test

Review

Materials

&thinsp;

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

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.&thinsp;&thinsp;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)&thinsp;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)&thinsp;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)&thinsp;constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage

17a

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

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

17b

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

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

Exhibit JJ-3- 20

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

required
utilities, all of which are appropriate for the current use of the Mortgaged Property. If so determined, it will be a Test pass.

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&thinsp;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.&thinsp;&thinsp;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

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

Exhibit JJ-3- 21

Representations
and Warranties

&thinsp;

Test

Review

Materials

obtained under the Title Policy.&thinsp;&thinsp;No improvements encroach upon any easements except for encroachments
the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance
or endorsements obtained with respect to the Title Policy.

18c

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

Survey;
Title Policy; Appraisal

19.
No Contingent Interest or Equity Participation . No 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&thinsp;860G(a)(3) of the Code
(but determined without regard to the rule in Treasury Regulations Section&thinsp;1.860G-2(f)(2) that treats certain defective mortgage
loans as qualified mortgages), and, accordingly, (A)&thinsp;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)&thinsp;either: (a)&thinsp;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)&thinsp;at the date the Mortgage Loan (or related Whole Loan) was
originated at least equal to 80% of the adjusted issue price of the

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

Appraisal;
Mortgage Loan Documents

Exhibit JJ-3- 22

Representations
and Warranties

&thinsp;

Test

Review

Materials

Mortgage
Loan (or related Whole Loan) on such date or (ii)&thinsp;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)&thinsp;the amount of any lien on the real property interest
that is senior to the Mortgage Loan and (B)&thinsp;a proportionate amount of any lien that
is in parity with the Mortgage Loan; or (b)&thinsp;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&thinsp;1.860G-2(a)(1)(ii)).&thinsp;&thinsp;If
the Mortgage Loan was “significantly modified” prior to the Closing Date so as
to result in a taxable exchange under Section&thinsp;1001 of the Code, it either (x)&thinsp;was
modified as a result of the default or reasonably foreseeable default of such Mortgage Loan
or (y)&thinsp;satisfies the provisions of either sub-clause&thinsp;(B)(a)(i) above
(substituting the date of the last such modification for the date the Mortgage Loan was originated)
or sub-clause&thinsp;(B)(a)(ii) , including the proviso thereto.&thinsp;&thinsp;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

at
least equal to 80% of the adjusted issue price of any Mortgage Loan (or related Whole Loan) on such date or (ii) at the Closing Date
at least equal to 80% of the outstanding principal amount of the 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

MS
Servicer Notices

Exhibit JJ-3- 23

Representations
and Warranties

&thinsp;

Test

Review

Materials

prepayment
penalties” within the meaning of Treasury Regulations Section&thinsp;1.860G-1(b)(2).&thinsp;&thinsp;All
terms used in this paragraph shall have the same meanings as set forth in the related Treasury
Regulations.

Maintenance
Charges applicable to any Mortgage Loan do not constitute “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&thinsp;to&thinsp;do&thinsp;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

Exhibit JJ-3- 24

Representations
and Warranties

&thinsp;

Test

Review

Materials

23. Trustee under Deed of Trust . With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related mortgagee.

23

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

Mortgage Loan Documents

24. Local Law Compliance . To the Mortgage Loan Seller’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Mortgage Loan Seller for similar commercial, 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)&thinsp;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)&thinsp;are insured by the Title Policy or other insurance policy, (iii)&thinsp;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)&thinsp;would not have a

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

Exhibit JJ-3- 25

Representations
and Warranties

&thinsp;

Test

Review

Materials

material
adverse effect on the Mortgage Loan.&thinsp;&thinsp;The terms of the Loan Documents require the Mortgagor to comply in all material
respects with all applicable governmental regulations, zoning and building laws.

24b

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

Mortgage
Loan Documents

25.
Licenses and Permits . Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and
applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the
Mortgage Loan Seller’s knowledge based upon 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.&thinsp;&thinsp;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)&thinsp;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)&thinsp;acts of fraud or intentional material misrepresentation, (ii)&thinsp;misapplication or misappropriation of rents (if after
an event of default under the Mortgage Loan), insurance proceeds or condemnation awards, (iii)&thinsp;intentional material physical
waste of 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-3- 26

Representations
and Warranties

&thinsp;

Test

Review

Materials

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)&thinsp;any breach of the environmental covenants contained in the related Loan Documents, and (b)&thinsp;the 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)&thinsp;a partial release, accompanied by principal repayment, or partial Defeasance (as defined in representation and warranty&thinsp;32),
in each case, of not less than a specified percentage at least equal to the lesser of (i)&thinsp;110% of the related allocated loan amount
of such portion of the Mortgaged Property and (ii)&thinsp;the outstanding principal balance of the Mortgage Loan, (b)&thinsp;upon payment
in full of such Mortgage Loan, (c)&thinsp;upon a Defeasance (as defined in representation and warranty 32), (d)&thinsp;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)&thinsp;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&thinsp;(a) or (d) , either: (x)&thinsp;such
release of collateral (i)&thinsp;would not constitute a “significant modification” of the subject Mortgage Loan within the
meaning of Section&thinsp;1.860G-2(b)(2) of the Treasury Regulations and (ii)&thinsp;would not cause the subject Mortgage Loan to fail
to be a “qualified mortgage” within the meaning of

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

Mortgage Loan Documents

Exhibit JJ-3- 27

Representations
and Warranties

&thinsp;

Test

Review

Materials

Code
Section&thinsp;860G(a)(3)(A); or (y)&thinsp;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&thinsp;(x) . For purposes of the preceding clause&thinsp;(x) , if the
fair market value of the real property constituting such Mortgaged Property (reduced by (1)&thinsp;the
amount of any lien on the real property that is senior to the Mortgage Loan and (2)&thinsp;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)&thinsp;the amount of any lien
on the real property that is senior to the Mortgage Loan and (2)&thinsp;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

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. 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

Mortgage
Loan Documents

Exhibit JJ-3- 28

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

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.

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&thinsp;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.&thinsp;&thinsp;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

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.&thinsp;&thinsp;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

Mortgage
Loan Documents; Insurance Policy

Exhibit JJ-3- 29

Representations
and Warranties

&thinsp;

Test

Review

Materials

coverage,
or if such coverage is excluded, it is covered by a separate terrorism insurance policy.&thinsp;&thinsp;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
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 insurance policy.&thinsp;&thinsp;If not so determined, it will be a Test pass.

29c

Review
the Mortgage Loan Documents for provisions that do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts
of Terrorism, as defined in TRIA (as defined in representation and warranty 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.

Mortgage
Loan Documents

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

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

Exhibit JJ-3- 30

Representations
and Warranties

&thinsp;

Test

Review

Materials

with
the requirements of the related Loan Documents (which provide for transfers without the consent of the lender which are customarily
acceptable to the Mortgage Loan Seller lending on the security of property comparable to the related Mortgaged Property, including,
without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent
value and functionality and transfers by leases entered into in accordance with the Loan Documents), (a)&thinsp;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)&thinsp;family and estate planning Transfers or Transfers
upon death or legal incapacity, (ii)&thinsp;Transfers to certain affiliates as defined in the related Loan Documents, (iii)&thinsp;Transfers
of less than, or other than, a controlling interest in the related Mortgagor, (iv)&thinsp;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)&thinsp;Transfers of stock or similar equity units
in publicly traded companies, (vi)&thinsp;a substitution or release of collateral within the parameters of representations and warranties&thinsp;27
and 32&thinsp;or the exceptions thereto set forth in Exhibit C of the Mortgage Loan Purchase Agreement, or (vii)&thinsp;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)&thinsp;the related Mortgaged Property is encumbered with a subordinate lien or security interest
against the related Mortgaged Property, other than (i)&thinsp;any Companion Loan or any subordinate debt that existed at origination
and is permitted under the related Loan Documents, (ii)&thinsp;purchase money security interests, (iii)&thinsp;any Crossed Mortgage
Loan as set forth

30b

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

Mortgage
Loan Documents

Exhibit JJ-3- 31

Representations
and Warranties

&thinsp;

Test

Review

Materials

on
Schedule B-3 to Exhibit B of the Mortgage Loan Purchase Agreement or (iv)&thinsp;Permitted Encumbrances.&thinsp;&thinsp;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.

31.
Single-Purpose Entity . Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the
Mortgage Loan is outstanding.&thinsp;&thinsp;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&thinsp;million provide that the Mortgagor is a Single-Purpose Entity,
and each Mortgage Loan with a Cut-off Date Balance of $20&thinsp;million or more has a counsel’s opinion regarding non-consolidation
of the Mortgagor.&thinsp;&thinsp;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&thinsp;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,

31a

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

Mortgage
Loan Documents

31b

Review
the Mortgage Loan Schedule for the Cut-off Date Balance of the 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

Exhibit JJ-3- 32

Representations
and Warranties

&thinsp;

Test

Review

Materials

separate
and apart from any other person or entity.

32.
Defeasance . With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “ Defeasance ”),
(i)&thinsp;the Loan Documents provide for Defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions
specified in the Loan Documents; (ii)&thinsp;the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii)&thinsp;the
Mortgagor is permitted to pledge only United States “government securities” within the meaning of Section&thinsp;1.860G-2(a)(8)(ii)
of the Treasury Regulations, the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled
payments under the 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)&thinsp;110%
of the allocated loan amount for the real property to be released and (b)&thinsp;the outstanding principal balance of the Mortgage
Loan; (iv)&thinsp;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&thinsp;(iii) above; (v)&thinsp;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)&thinsp;the
Mortgagor

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-3- 33

Representations
and Warranties

&thinsp;

Test

Review

Materials

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

Mortgage
Loan Documents

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

With respect to any 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:

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

Exhibit JJ-3- 34

Representations
and Warranties

&thinsp;

Test

Review

Materials

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 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&thinsp;years beyond the stated
maturity of the related Mortgage Loan, or 10&thinsp;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)&thinsp;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)&thinsp;is subject to a subordination,
non-

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

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

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

Title
Policy; SNDA

Exhibit JJ-3- 35

Representations
and Warranties

&thinsp;

Test

Review

Materials

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 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

in
the Mortgaged Property is subject. If either indication is found, it will be a Test pass.

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 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.

Ground
Lease

34i

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

MS
Servicer Notices

34j

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

MS
Servicer Notices

34k

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

MS
Servicer Notices

34l

Review
the Ground Lease and any ancillary agreement between the lessor and lessee for provisions that the lessor

Ground
Lease; ancillary agreement

Exhibit JJ-3- 36

Representations
and Warranties

&thinsp;

Test

Review

Materials

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)&thinsp; de
minimis amounts for minor casualties or (ii)&thinsp;in respect of a total or substantially total loss or taking as addressed in clause&thinsp;(k)
below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such
proceeds are in excess of the threshold amount specified in the related Loan Documents) the lender or a trustee appointed by it having
the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance
of the 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.

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.

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

Ground
Lease and Related Documents

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

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

Exhibit JJ-3- 37

Representations
and Warranties

&thinsp;

Test

Review

Materials

&thinsp;

outstanding
principal balance of the Mortgage Loan, together with any accrued interest. If such indications are found, it will be a Test pass.

34p

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

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

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

Exhibit JJ-3- 38

Representations
and Warranties

&thinsp;

Test

Review

Materials

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 Test pass.

MS Servicer Notices; Mortgage Loan Purchase Agreement

37. No Material Default; Payment Record . No Mortgage Loan has been more than 30&thinsp;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&thinsp;days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date.&thinsp;&thinsp;To the Mortgage Loan Seller’s knowledge, there is (a)&thinsp;no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b)&thinsp;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&thinsp;(a) or clause&thinsp;(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

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

MS Servicer Notices

Exhibit JJ-3- 39

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

Mortgaged
Property. If no such notation is found, it will be a Test pass.

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 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.&thinsp;&thinsp;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.&thinsp;&thinsp;(An “ Affiliate ” for purposes of this paragraph&thinsp;(39) means, a Mortgagor that
is under direct or indirect common ownership and control with another Mortgagor.)

39a

Review
the organizational documents of the Mortgagor to determine if there are certified copies indicating that the Mortgagor is an entity
organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico.
If such indication is found, it will be a Test pass.

Organizational
Documents of the Mortgagor

39b

Review
the MS Servicer Notices to determine if there is any indication that, except with respect to any 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&thinsp;months
prior to its origination date (or an update of a previous ESA was prepared), and such ESA either (i)&thinsp;did not identify the

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

ESA

Exhibit JJ-3- 40

Representations
and Warranties

&thinsp;

Test

Review

Materials

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)&thinsp;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:&thinsp;&thinsp;(A)&thinsp;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)&thinsp;if the only
Environmental Condition relates to the presence of asbestos-containing materials, radon in
indoor air, lead based paint or lead in drinking water, and the only recommended action in
the ESA is the institution of such a plan, an operations or maintenance plan has been required
to be instituted by the related Mortgagor that can reasonably be expected to mitigate the
identified risk; (C)&thinsp;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)&thinsp;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)&thinsp;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)&thinsp;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.

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

&thinsp;

1.&thinsp;&thinsp;Review
escrow statements for an indication that an amount reasonably estimated by a reputable environmental consultant to be sufficient
to cover the estimated cost to cure any material noncompliance with applicable environmental laws or the environmental condition
has been escrowed by the Mortgagor and is held by the related Mortgagee.

Escrow
statements

&thinsp;

2.&thinsp;&thinsp;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

&thinsp;

3.&thinsp;&thinsp;Review
any no further action or closure letter from the applicable governmental regulatory authority or a reputable environmental consultant
for an indication that any Environmental Condition identified in the ESA was

No
further action or closure letter regarding Environmental Condition

Exhibit JJ-3- 41

Representations
and Warranties

&thinsp;

Test

Review

Materials

party
related to the Mortgagor having financial resources reasonably estimated to be adequate to
address the situation is required to take action.&thinsp;&thinsp;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.

remediated
or abated in all material respects prior to the Cut-off Date.

&thinsp;

4.&thinsp;&thinsp;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

&thinsp;

5.&thinsp;&thinsp;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

&thinsp;

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

Mortgage
Loan Documents

40d

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

MS
Servicer Notices; ESA

41.
Appraisal . The Servicing File contains an appraisal of the related Mortgaged Property with an appraisal date within 6&thinsp;months
of the Mortgage Loan origination date, and within 12&thinsp;months of the Closing Date.&thinsp;&thinsp;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.&thinsp;&thinsp;Each appraiser has represented in such
appraisal or in a supplemental letter that the

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

Appraisal

Exhibit JJ-3- 42

Representations
and Warranties

&thinsp;

Test

Review

Materials

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.

Property.
If so determined, it will be a Test pass.

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 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.

42a

Review
the Mortgage Loan Schedule attached as Exhibit A to the related 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.&thinsp;&thinsp;If there are no such discrepancies, it will be a Test pass.

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

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

Exhibit JJ-3- 43

Representations
and Warranties

&thinsp;

Test

Review

Materials

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

Mortgage Loan Documents

45. Compliance with Anti-Money Laundering Laws . The Mortgage Loan Seller has complied in all material respects with all applicable 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-3- 44

EXHIBIT KK

FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING

ACCESS TO SECURE DATA ROOM

&thinsp;

Computershare Trust Company, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BMO 2024-5C8

Email: [email protected]

Attention:

BMO 2024-5C8 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2024-5C8

&thinsp;

In accordance with the
requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2024
(the “ Pooling and Servicing Agreement ”), between BMO Commercial Mortgage Securities LLC, as Depositor, Wells Fargo
Bank, National Association, as Master Servicer, Greystone Servicing Company LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer, and Computershare Trust Company, National Association, as Certificate Administrator and
as Trustee, with respect to the certificates (the “ Trust Certificates ”), the undersigned hereby certifies and agrees
as follows:

&thinsp;

1.

The
undersigned is an authorized representative of [________________________].

&thinsp;

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.

&thinsp;

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.

&thinsp;

4.

[The
undersigned is not a Trust Certificateholder, a beneficial owner or a prospective purchaser
of any Trust Certificate, an Uncertificated Interest Owner or a prospective purchaser of
an Uncertificated Interest] 1

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- 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:

[BMO Commercial Mortgage Securities LLC

as Depositor] 1

By:

[Name]

[Title]

KK- 2

EXHIBIT LL

FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF

DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]

[Date]

Wells Fargo Bank, National Association,

as Master Servicer

Commercial Mortgage Servicing

MAC D1086-23A

550 South Tryon Street, 23rd Floor

Charlotte, North Carolina 28202

Attention: BMO 2024-5C8 Asset Manager

Facsimile number: (704) 715-0036

Email: [email protected]

&thinsp;

with copies to:

&thinsp;

K&L Gates LLP

300 South Tryon Street

Suite 1000

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Reference: BMO 2024-5C8

Email: [email protected]

Pentalpha Surveillance, LLC

as Operating Advisor and Asset

Representations Reviewer

501 John James Parkway, Suite 401

Amherst, New York 14228

Attention: BMO 2024-5C8—Transaction

Manager

&thinsp;

with copies sent contemporaneously via email

to [email protected]
(with

BMO 2024-5C8 in the subject line)

&thinsp;

&thinsp;

Greystone Servicing Company
LLC,

as Special Servicer

5221 N. O’Connor Blvd., Suite 800

Irving, Texas 75039

Attention: Amy Dixon, General Counsel

Email: [email protected]

&thinsp;

with copies sent contemporaneously via email

to: [email protected];

[email protected]

&thinsp;

Attention:

BMO 2024-5C8 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2024-5C8

In accordance with Section
11.01(a) of the Pooling and Servicing Agreement, dated as of December 1, 2024 (the “ Pooling and Servicing Agreement ”),
between BMO Commercial Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Greystone Servicing
Company LLC, as Special Servicer, Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer, and Computershare
Trust Company,

LL- 1

National Association, as Certificate Administrator
and as Trustee, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:

1.

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

&thinsp;

2.

_____
A Mortgage Loan has ceased to be a Delinquent Loan. &dagger;

&thinsp;

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.

Computershare Trust Company, National Association, as Certificate Administrator for the Holders of the BMO 2024-5C8 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2024-5C8

By:

[Name]

[Title]

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

&dagger;
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]

&thinsp;

[Name and Address of Retaining Party]

Re:

BMO 2024-5C8 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-5C8 (BMO Commercial Mortgage
Securities LLC as Depositor)

In accordance with Section&thinsp;5.02(f)
of the Pooling and Servicing Agreement, dated as of December 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 [E-RR][F-RR][G-RR][J-RR] Certificates, 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.

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

By:

Name:

Title:

MM- 1

Schedule I

&thinsp;

Certificates Registered in the Name of [Retaining
Party]

Class

(CUSIP)

Certificate

No.

Initial

Certificate Balance

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

&thinsp;

MM- 2

EXHIBIT NN

INITIAL
SERVICED COMPANION LOAN HOLDERS

&thinsp;

Serviced Companion Loan

Initial Serviced Companion Loan Holder

Address

Black Spruce - Briarwood and Prospect

Goldman Sachs Bank USA (Note A-2)

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:

Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Structured Finance Legal (REFG)

Email: [email protected]

&thinsp;

and:

&thinsp;

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]

Colony Square

Bank of Montreal (Note A-1-2)

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Michael Birajiclian and David Schell

Email: [email protected] and

[email protected]

with a copy to:

&thinsp;

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

Goldman Sachs Bank USA (Note A-9-1 and Note A10)

Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Scott Epperson

Email: [email protected] and

[email protected]

&thinsp;

with a copy to:

NN- 1

&thinsp;

Goldman Sachs Bank USA

200 West Street

New York, New York 10282

Attention: Structured Finance Legal (REFG)

Email: [email protected]

&thinsp;

and:

&thinsp;

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]

German American Capital Corporation (Note A-15-2)

German American Capital Corporation

1 Columbus Circle

New York, New York 10019

Attention: Robert W. Pettinato, Jr.

Facsimile No.: (212) 797-4489

E-mail: [email protected]

&thinsp;

with a copy to:

&thinsp;

German American Capital Corporation

1 Columbus Circle

New York, New York 10019

Attention: General Counsel

Facsimile No. (646) 736-5721

Morgan Stanley Bank, N.A. &thinsp;(Note A16)

Morgan Stanley Bank, N.A.

1585 Broadway

New York, New York 10036

Attention: Jane Lam

&thinsp;

with a copy to:

&thinsp;

Morgan Stanley Bank, N.A.

1633 Broadway, 29th Floor

New York, New York 10019

Attention: Legal Compliance Division

&thinsp;

and a copy by e-mail to:

[email protected]

Woodland Mall

Starwood Mortgage Funding VII, LLC (Note A-2 and Note A-3)

Starwood Mortgage Funding VII, LLC

4064 Colony Road, Suite 410

Charlotte, North Carolina 28211

Attention: Leslie K. Fairbanks

Email: [email protected] and

[email protected]

&thinsp;

with a copy to:

Starwood Property Trust, Inc.

2340 Collins Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett

Email: [email protected] and

NN- 2

&thinsp;

[email protected]

Bank of Montreal (Note A-5 and Note A-6)

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Michael Birajiclian and David Schell

Email: [email protected] and

[email protected]

&thinsp;

with a copy to:

&thinsp;

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

The Outlet Collection Seattle

Citi Real Estate Funding Inc. (Note A-2)

Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Facsimile number: (646) 328-2943

with an electronic copy emailed to:

[email protected]

with copies to:

Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Facsimile number: (347) 394-0898

with an electronic copy emailed to:

[email protected]

and

Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Facsimile number: (646) 862-8988

with an electronic copy emailed to:

[email protected]

Newport on the Levee

&thinsp;

Bank of Montreal (Note A-2)

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Michael Birajiclian and David Schell

Email: [email protected] and

[email protected]

with a copy to:

NN- 3

&thinsp;

&thinsp;

&thinsp;

Bank of Montreal

c/o BMO Capital Markets Corp.

151 West 42nd Street

New York, New York 10036

Attention: Legal Department

Email: [email protected]

&thinsp;

NN- 4
Bmo 2024-5c7 Mortgage Trust - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 1.02 - Termination of a Material Definitive Agreement

Item 1.03 - Bankruptcy or Receivership

Item 2.04 - Triggering Events That Accelerate a Financial Obligation

Item 3.03 - Material Modification to Rights of Security Holders

Item 5.03 - Amendments to Articles of Incorporation or Bylaws

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

Item 6.01 - (unknown item)

Item 6.02 - (unknown item)

Item 6.03 - (unknown item)

Item 6.04 - (unknown item)

Item 6.05 - (unknown item)

Item 7.01 - Regulation FD Disclosure

Item 8.01 - Other Events

Item 9.01 - Financial Statements and Exhibits
