Exhibit 4.27


Execution Version


 


 


 


 


 


PRIMARY SERVICING AGREEMENT


BBCMS Mortgage Trust 2022-C15,


Commercial Mortgage Pass-Through Certificates


Series
2022-C15


Dated
as of April 1, 2022


 


 


 


By and Between


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


Master Servicer


and


KEYBANK NATIONAL ASSOCIATION


Primary Servicer




     


     


    

TABLE OF CONTENTS


	ARTICLE I.
	 	 	 
	DEFINITIONS	1
	Section 1.01.	Defined Terms	1
	 	 	 
	ARTICLE II.
	 	 	 
	RETENTION AND AUTHORITY OF PRIMARY SERVICER	3
	Section 2.01.	Servicing Standard; Commencement of Servicing Responsibilities	3
	Section 2.02.	Primary Servicing	4
	Section 2.03.	Authority of Primary Servicer	4
	 	 	 
	ARTICLE III.
	 	 	 
	SERVICES TO BE PERFORMED	6
	Section 3.01.	Services as Primary Servicer	6
	Section 3.02.	Portfolio Manager	10
	Section 3.03.	Maintenance of Errors and Omissions and Fidelity Coverage	10
	Section 3.04.	Delivery and Possession of Servicing Files	11
	Section 3.05.	Annual Compliance Statements	11
	Section 3.06.	Annual Reports on Assessment of Compliance with Servicing Criteria	12
	Section 3.07.	Annual Independent Public Accountants’ Attestation Report	13
	Section 3.08.	Sarbanes-Oxley Certification	13
	Section 3.09.	Delivery of Mortgage Loan Purchase Agreement	14
	 	 	 
	ARTICLE IV.
	 	 	 
	Preservation of the REMICs	14
	 	 
	ARTICLE V.
	 	 	 
	PRIMARY SERVICER’S COMPENSATION AND EXPENSES	14
	Section 5.01.	Primary Servicing Compensation	14
	ARTICLE VI.
	 	 	 
	THE MASTER SERVICER AND THE PRIMARY SERVICER	16
	Section 6.01.	Primary Servicer Not to Assign; Merger or Consolidation of the Primary Servicer	16
	




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	Section 6.02.	Liability and Indemnification of the Primary Servicer and the Master Servicer	17
	Section 6.03.	Representations and Warranties	20
	 	 	 
	ARTICLE VII.
	 	 	 
	PRIMARY SERVICER TERMINATION EVENTS; TERMINATION	22
	Section 7.01.	Primary Servicer Termination Events; Primary Servicer Non-Affiliate Covenant	22
	Section 7.02.	Termination of Agreement	25
	 	 	 
	ARTICLE VIII.
	 	 	 
	MISCELLANEOUS PROVISIONS	26
	Section 8.01.	Rating Agency Communications	26
	Section 8.02.	Amendment	28
	Section 8.03.	Governing Law; Waiver of Jury Trial; Submission to Jurisdiction	28
	Section 8.04.	Notices	29
	Section 8.05.	Consistency with PSA and Any Applicable Intercreditor Agreement; Severability of Provisions	30
	Section 8.06.	Inspection and Audit Rights	30
	Section 8.07.	Protection of Confidential Information	30
	Section 8.08.	Binding Effect; No Partnership; Counterparts	31
	Section 8.09.	Third Party Beneficiaries	31
	Section 8.10.	Article and Section Headings	32
	Section 8.11.	Non-Solicitation	32






 




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LIST OF EXHIBITS


Schedule IMortgage Loan Schedule


Exhibit "A"Inspection Reports


Exhibit "B"Form of Quarterly
Servicing Certification


Exhibit "C"Remittance Reports


Exhibit “D”Form of Account
Certification


Exhibit E”Form of Monthly Accounts
Certification


 




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THIS PRIMARY SERVICING
AGREEMENT dated as of April 1, 2022 is between Midland Loan Services, a Division of PNC Bank, National Association (together with its
successors and assigns permitted under the PSA, the "Master Servicer" or "Midland"), and KeyBank National Association,
a national banking association (together with its successors and permitted assigns hereunder, the "Primary Servicer").


PRELIMINARY STATEMENT


Pursuant to the Pooling
and Servicing Agreement (the "PSA") dated as of April 1, 2022, among Barclays Commercial
Mortgage Securities LLC, as Depositor, Midland, as Master Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust
Company, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor and as Asset Representations Reviewer with respect to the BBCMS Mortgage Trust 2022-C15, Commercial Mortgage
Pass-Through Certificates, Series 2022-C15, the Master Servicer shall be servicing the Mortgage Loans on behalf of the Trust Fund.


The Master Servicer
and the Primary Servicer desire to enter into an agreement whereby the Primary Servicer assumes and agrees to perform certain of the Master
Servicer's servicing responsibilities with respect to the Mortgage Loans as more specifically set forth herein.


AGREEMENTS


NOW, THEREFORE, in
consideration of the recitals in the above Preliminary Statement which are made a contractual part hereof, and of the mutual promises
contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:


ARTICLE I.



DEFINITIONS


Section 1.01.     
Defined Terms.


For purposes of this
Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the PSA, and the following capitalized
terms shall have the respective meanings set forth below.


"Accepted
Primary Servicing Practices": As defined in Section 2.01 hereof.


"Additional
Primary Servicing Compensation": As defined in Section 5.01 hereof.


"Agreement":
This Primary Servicing Agreement, as the same may be amended or modified by the parties from time to time.


"CREFC®
Reporting Format": The CREFC® Investor Reporting Package reporting and data format; provided, however, that if such format
is no longer applicable or in existence,




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then such other commercial mortgage servicing
industry standard reporting and data format reasonably approved by the Master Servicer.


"Excluded
Information": As defined in the PSA.


"Indemnified
Party": As defined in Section 8.01(b) hereof.


"Inspection
Reports": The inspection reports substantially in the form attached hereto as Exhibit "A".


"Losses":
As defined in Section 6.02(b) hereof.


"Master Servicer":
As defined in the first paragraph of this Agreement.


“Monthly
Accounts Certification”: As defined in Section 3.01.


"Mortgage
Loan": Each of the mortgage loans identified on the Mortgage Loan Schedule.


"Mortgage
Loan Schedule":The schedule of certain mortgage loans that is annexed to the Primary Servicer's signature page included herewith,
which schedule sets forth certain information with respect to such mortgage loans, including, without limitation, the related Primary
Servicing Fee Rate.


"Primary
Servicer": As defined in the first paragraph of this Agreement.


"Primary
Servicer Accounts": The Collection Accounts and the Servicing Accounts maintained by the Primary Servicer hereunder in the name
of the Primary Servicer in trust for the Master Servicer on behalf of the Trustee in trust for the benefit of the Holders.


"Primary
Servicer Parties": As defined in Section 6.02(a) hereof.


"Primary
Servicer Remittance Date": With respect to any Determination Date, one (1) Business Day after such Determination Date.


"Primary
Servicer Termination Event": Any event as set forth in Section 7.01 hereof.


"Primary
Servicing Fee": With respect to each Mortgage Loan and for any Distribution Date, that portion of the Primary Servicing Fee payable
by the Master Servicer to the Primary Servicer, which shall be an amount per calendar month equal to the product of the Primary Servicing
Fee Rate and the Stated Principal Balance of such Mortgage Loan, as determined on the same basis as for the calculation of the Servicing
Fee under the PSA.


"Primary
Servicing Fee Rate": The per annum rate for each Mortgage Loan as set forth in the related Mortgage Loan Schedule.


"Primary
Servicing File": With respect to each Mortgage Loan, all documents, information and records relating to such Mortgage Loan that
are necessary or appropriate to enable the Primary Servicer to perform its obligations hereunder and any additional documents




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or information related thereto maintained
or created in any form by the Primary Servicer (which shall not include any attorney-client privileged communications between the Primary
Servicer and its counsel), including, without limitation, all analysis, working papers, inspections reports, written communications with
any Mortgagor, and all other information collected from or concerning any Mortgagor or the related Mortgaged Property in the Primary Servicer’s
possession.


"PSA":
As defined in the above Preliminary Statement to this Agreement.


“Qualified
Affiliate”: Any Person (a) that is organized and doing business under the laws of any state or the United States or the District
of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans, and (c) as to which 50% or greater
of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Primary Servicer or by any Person
or Persons who directly or indirectly own equity ownership interests in the Primary Servicer.


“Quarterly
Servicing Certification”: The certification substantially in the form attached hereto as Exhibit “B”.


"Remittance
Reports": The remittance reports substantially in the form attached hereto as Exhibit "C".


"Responsible
Officer": Any officer or employee of the Primary Servicer or the Master Servicer, as the case may be, involved in or responsible
for the administration, supervision or management of this Agreement and whose name and specimen signature appear on a list prepared by
each party and delivered to the other party, as such list may be amended from time to time by either party.


ARTICLE II.



RETENTION AND AUTHORITY OF PRIMARY SERVICER


Section 2.01.     
Servicing Standard; Commencement of Servicing Responsibilities.


The Master Servicer
hereby engages the Primary Servicer to perform, and the Primary Servicer hereby agrees to perform, servicing with respect to all of the
Mortgage Loans throughout the term of this Agreement, upon and subject to the terms, covenants and provisions hereof. The Primary Servicer
shall perform its services hereunder in accordance with (a) applicable laws, (b) the terms and provisions of the Mortgage Loans, (c) the
express terms hereof and the PSA, (d) in the case of a Serviced Companion Loan, the related Intercreditor Agreement, (e) subject to Section
2.03(b) hereof, the reasonable directions and instructions of the Master Servicer (including, without limitation, the forms and report
formats mutually and reasonably agreed upon by the Master Servicer and Primary Servicer) and (f) all requirements pertaining to the performance
of such services under the PSA and any applicable Intercreditor Agreement, including, without limitation, the Servicing Standard. The
above-described servicing standards are herein referred to as "Accepted Primary Servicing Practices."






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Section 2.02.     
Primary Servicing.


To the extent necessary
for the Primary Servicer to comply with applicable laws, or if otherwise consented to by the Master Servicer (which consent shall not
be unreasonably withheld or delayed), the Primary Servicer may enter into any sub-subservicing agreement with a sub-subservicer that would
permit such sub-subservicer to perform any or all of the Primary Servicer's servicing responsibilities under this Agreement and such sub-subservicer
meets the requirements of the PSA; provided, however, if such sub-subservicer would be a servicer as contemplated by Item 1108(a)(2) of
Regulation AB, no such sub-subservicer may be Risk Retention Affiliated with or a Risk Retention Affiliate of any Third Party Purchaser;
provided, however, that the consent of the Master Servicer shall not be required to engage a third party contractor to perform
ministerial tasks, including property inspections. Notwithstanding any sub-subservicing agreement or third party subcontract, the Primary
Servicer shall remain obligated and primarily liable to the Master Servicer for the servicing and administering of the Mortgage Loans
in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such sub-subservicing
agreement or contract to the same extent and under the same terms and conditions as if the Primary Servicer were servicing the Mortgage
Loans alone. Any such sub-subservicing agreement must be consistent with the provisions of Section 3.20 of the PSA


Section 2.03.     
Authority of Primary Servicer.


(a)              
Except as otherwise provided herein and subject to the terms of this Agreement, any applicable Intercreditor Agreement and the
Master Servicer's limitations of authority as Master Servicer under the PSA, in performing its obligations hereunder, the Primary Servicer
shall have full power and authority to take any and all actions in connection with such obligations that it deems necessary or appropriate;
provided, however, that the Primary Servicer shall not take any of the following actions with respect to any Mortgage Loan without obtaining
the prior written consent of the Master Servicer (which consent (w) may be in the form of an asset business plan approved in writing by
the Master Servicer, (x) shall not be unreasonably withheld; (y) shall be subject to the prior approval of or consultation with the Special
Servicer, the Directing Certificateholder, any Loan-Specific Directing Certificateholder, any Risk Retention Consultation Party, any mezzanine
lender, any AB Whole Loan Controlling Holder or any Companion Holder, if so required under the PSA or applicable Intercreditor Agreement,
which approvals shall be requested by the Master Servicer; and (z) shall be consented to or denied by the Master Servicer within ten (10)
Business Days following the receipt by the Master Servicer of the information described in clause (w) along with relevant supporting information
(but, in the case of a consent, such consent may be conditioned on any approvals described in clause (y) of this paragraph)):


(i)                
the modification, waiver or amendment, whether or not material, of or with respect to any Mortgage Loan, including, without limitation,
any forgiveness of principal, any change in the amount or timing of any payment of principal or interest, maturity, extension rights or
prepayment provisions or the substitution, release or addition of any collateral for any Mortgage Loan or relate to any waiver of or granting
of consent under a “due-on-sale” or “due-on-encumbrance” clause;




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(ii)             
 the granting or withholding of consent to any transfer of ownership of a Mortgaged Property or any transfer of any interest of
an owner of a Mortgaged Property and entering into any assumption agreement in connection therewith;


(iii)           
the granting or withholding of consent to any request for approval to place subordinate or other financing on a Mortgaged Property;


(iv)            
the determination of whether or not to release proceeds of condemnation or casualty insurance to the Mortgagor under any Mortgage
Loan;


(v)              
the waiver of any Penalty Charge (except to the extent Primary Servicer is entitled to retain such Penalty Charge as Additional
Primary Servicing Compensation hereunder) or prepayment premium under any Mortgage Loan;


(vi)            
any action to initiate, prosecute and manage foreclosure proceedings and other legal proceedings related thereto in connection
with any Mortgage Loan;


(vii)         
the permitting of or performing a modification of a Mortgage Loan to permit a Principal Prepayment of a Mortgage Loan on a date
other than its Due Date;


(viii)       
any action requiring the consent of, or consultation with, the Master Servicer, the Directing
Certificateholder, any AB Whole Loan Controlling Holder, any Loan-Specific Directing Certificateholder, any Risk Retention Consultation
Party, the Trustee, the Certificate Administrator, any Companion Holder, the Operating Advisor, the 17g-5 Information Provider, the Asset
Representations Reviewer or the Special Servicer under the PSA or any party under an Other Pooling and Servicing Agreement or any applicable
Intercreditor Agreement;


(ix)            
the granting of any consent, approval or direction regarding the termination of (A) the related property manager or the designation
of any replacement property manager or (B) with respect to a hospitality property, the franchise or the designation of a new franchise;


(x)              
the authorizing of any Servicing Transfer Event as defined in the definition of Servicing
Transfer Event in the PSA; or


(xi)            
any Major Decision, Master Servicer Decision, or Special Servicer Decision.


(b)              
Regardless of whether the consent or approval of the Master Servicer is required pursuant to this Agreement, the Primary Servicer
shall take any reasonable action that is directed by the Master Servicer which relates to the Primary Servicer's obligations under this
Agreement; provided, however, that the Primary Servicer shall not be obligated to take any such action to the extent that the Primary
Servicer determines in its reasonable discretion that such action (i) may cause a violation of applicable laws, regulations, codes, ordinances,
court orders or restrictive covenants with respect to any Mortgage Loan or any Mortgaged Property; (ii) may cause a




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violation of any term or provision of a Mortgage
Loan; (iii) materially expands the scope of the Primary Servicer's responsibilities under this Agreement; or (iv) is inconsistent with
the requirements of the PSA, including the Servicing Standard.


ARTICLE III.



SERVICES TO BE PERFORMED


Section 3.01.     
Services as Primary Servicer.


With respect to each
Mortgage Loan subject to this Agreement, the Primary Servicer shall, in accordance with Accepted Primary Servicing Practices and subject
to the supervision of the Primary Servicer by the Master Servicer, perform the following servicing activities on behalf of the Master
Servicer:


(a)              
the Primary Servicer shall perform the duties and obligations of the Master Servicer as the Master Servicer under PSA Sections
2.01(d), (g) and (j) (conveyance of mortgage loans); 2.02(d) and (g) (15Ga-1 notices); 2.03(b), (d), (f), (g), and (j)–(p) (repurchase
and substitution of loans); 3.01 (general servicing), 3.02 (collections); 3.03 (taxes and insurance; escrows; servicing accounts); 3.04
(collection account); 3.06 (investment of funds); 3.07 (insurance); 3.08 (due-on sale/encumbrance enforcement; assumptions); 3.10
(release of files); 3.12 (inspections; reporting; covenant testing); 3.13 (access); 3.17 (additional obligations); 3.18 (defeasances and
modifications); 3.19 (servicing transfers); 3.22 (Directing Certificateholder contact); 3.24 (intercreditor agreements); 3.29 (non-serviced
loans and serviced companion loans); 10.01 (REMIC administration); 10.03(b) (REMIC cooperation); Article XI (Exchange Act reporting and
Regulation AB compliance) and Article XII (asset representations reviewer file review compliance); provided, however, that:


(i)                
the Primary Servicer shall not have any obligation to make Advances, provided that the Primary Servicer shall promptly notify the
Master Servicer in the event any Advance is required to be made or an expense of the Trust Fund is required to be incurred;


(ii)             
Section 5.01 hereof shall control with respect to which fees or charges the Primary Servicer may retain under PSA Sections 3.05
and 3.11;


(iii)           
PSA Section 3.06 shall only be applicable with respect to the Primary Servicer Accounts;


(iv)            
any reports, information, certifications and other documentation which are required to be
provided by the Master Servicer to the Trustee, the Certificate Administrator, the Depositor, the Directing Certificateholder, any AB
Whole Loan Controlling Holder, any Loan-Specific Directing Certificateholder, any Risk Retention Consultation Party, any Companion Holder,
any Mortgage Loan Seller, any Rating Agency, the 17g-5 Information Provider, the Operating Advisor, the Asset Representations Reviewer,
the Special Servicer, any party to an Other Pooling and Servicing Agreement or any other Person shall be provided by the




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Primary Servicer to the Master Servicer
or as otherwise directed by the Master Servicer;


(v)              
the Primary Servicer shall not be responsible for any mortgage loan pool-wide reporting, including, without limitation, the preparation
or delivery to any Person of any of the files or reports in the CREFC® reporting format (except as otherwise required to be prepared
by the Primary Servicer and delivered to the Master Servicer under this Agreement), or preparing, signing and filing with the appropriate
Person any reports, statements and information under the PSA;


(vi)            
no expense incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Primary
Servicer Accounts to the extent such expense is not chargeable to the Master Servicer;


(vii)         
together with the Master Servicer, no less often than on a monthly basis, the Primary Servicer shall, without charge, make a knowledgeable
Servicing Officer available to answer questions from the Directing Certificateholder regarding the performance and servicing of the Mortgage
Loans for which the Primary Servicer is responsible. The Primary Servicer shall condition such disclosure upon the Master Servicer obtaining
from the Directing Certificateholder entering into a reasonable and customary confidentiality agreement reasonably acceptable to the Primary
Servicer and Master Servicer regarding such disclosure to the Directing Certificateholder;


(viii)       
subject to Section 2.03(a)(xi) hereof, the Primary Servicer shall not take any actions under and shall immediately forward to the
Master Servicer any request which would qualify as a Major Decision or Special Servicer Decision and shall provide written notice to the
Master Servicer of issues arising with respect to Major Decisions or Special Servicer Decision; provided, however, subject to any limitations
set forth in this Agreement and the PSA, if the Special Servicer and Master Servicer agree that the Master Servicer should process the
Major Decision or Special Servicer Decision, the Primary Servicer shall process such Major Decision or Special Servicer Decision with
respect to such Mortgage Loan; and


(b)              
the Primary Servicer shall promptly notify the Master Servicer in writing upon discovery or receipt of notice by the Primary Servicer
of the occurrence of any event that causes, or with notice or the passage of time or both, would cause any Mortgage Loan to become a Specially
Serviced Loan in accordance with the definition of "Specially Serviced Loan" set forth in the PSA. Upon the Master Servicer's
receipt of notice from the Special Servicer that a Specially Serviced Loan has become a Corrected Loan, the Master Servicer shall promptly
deliver notice thereafter to the Primary Servicer;


(c)              
the Primary Servicer shall promptly advise the Master Servicer of all material collection and customer service issues and furnish
the Master Servicer with copies of all written communications regarding such issues between the Primary Servicer and any Mortgagor or
any third party in connection with the Primary Servicer's obligations hereunder;




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(d)              
 on or before 2:00 p.m. Central Time on each Primary Servicer Remittance Date, the Primary Servicer shall deliver to the Master
Servicer the Remittance Reports which reflect activity with respect to the Mortgage Loans through and including the close of business
on the date which is the Determination Date; and the Primary Servicer shall, to the extent necessary, deliver to the Master Servicer a
follow-up report in similar format which reflects additional activity with respect to the Mortgage Loans through and including the date
of any follow-up remittance;


(e)              
on or before 2:00 p.m. Central Time on each Primary Servicer Remittance Date, the Primary Servicer shall remit to the Master Servicer,
pursuant to wiring instructions from the Master Servicer, all amounts on deposit in the Collection Account maintained by the Primary Servicer
as of the close of business on the date which is one (1) Business Day prior to such Primary Servicer Remittance Date; and the Primary
Servicer shall remit to the Master Servicer within one (1) Business Day after receipt, any delinquent payments received by the Primary
Servicer on or after such Primary Servicer Remittance Date; and each of the foregoing remittances of funds may be net of any Primary Servicing
Fees due and payable to the Primary Servicer and payments in the nature of Additional Primary Servicing Compensation. For the avoidance
of doubt, with respect to any Whole Loans serviced by the Primary Servicer, if the applicable Intercreditor Agreement requires remittances
to be made to Serviced Companion Noteholders prior to the Primary Servicer Remittance Date, the Primary Servicer shall make withdrawals
from accounts maintained by it, and deliver any remittances and reports to the Master Servicer so that the Master Servicer’s reports
and remittances to each Serviced Companion Noteholder may include all amounts and information for the applicable collection period;


(f)               
in addition to Primary Servicer’s reporting obligations set forth in Section 3.01, the Primary Servicer shall prepare and
deliver to the Master Servicer, on a quarterly basis starting for the quarter ending June of 2022, within thirty (30) days of the end
of such quarter (or if such day is not a Business Day, then the immediately preceding Business Day), the Quarterly Servicing Certification
in the form of Exhibit “B” attached hereto. Promptly following any reasonable request by the Master Servicer, to the extent
any exceptions are listed on the Quarterly Servicing Certification, the Primary Servicer shall provide any additional information as reasonably
requested by the Master Servicer;


(g)              
on a quarterly and annual basis each year, the Primary Servicer shall determine and analyze financial ratios and perform other
financial analysis required under the CREFC® Reporting Format and on or before the date that is thirty (30) days after receipt of
the related financial statements, prepare and deliver to the Master Servicer a report summarizing such analysis based upon the property
operating statements with respect to the related Mortgaged Property and the financial statements of the related Mortgagor and each related
guarantor collected by the Primary Servicer pursuant to PSA Section 3.12, which report shall be provided in electronic format and shall
be substantially in the form of the CREFC® Financial File included in the CREFC® Reporting Format (or in such other reporting
format as reasonably requested by the Master Servicer);


(h)              
the Primary Servicer shall prepare and use reasonable efforts to deliver to the Master Servicer within thirty (30) days of completion
of any inspection, the related Inspection




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Reports summarizing the results of any property
inspections performed by the Primary Servicer pursuant to PSA Section 3.12;


(i)                
the Primary Servicer shall provide the Master Servicer with such other information (in the Primary Servicer's possession or to
the extent readily obtainable and as reasonably requested by the Master Servicer) with respect to the servicing of the Mortgage Loans
by the Primary Servicer hereunder in order for the Master Servicer to perform its duties under the PSA;


(j)                
the Primary Servicer shall (i) notify the Master Servicer in writing within five (5) Business
Days after the Primary Servicer discovers or receives notice alleging a Defect or a Breach or receives a 15Ga-1 Repurchase Request, a
withdrawal of a 15Ga-1 Repurchase Request or a rejection of a 15Ga-1 Repurchase Request and (ii) promptly provide to the Master Servicer
a copy of any 15Ga-1 Repurchase Request, withdrawal of a 15Ga-1 Repurchase Request or a rejection of a 15Ga-1 Repurchase Request received
by the Primary Servicer;


(k)              
the Primary Servicer shall not prepare and/or provide any CREFC® Schedule AL File or
any Schedule AL Additional File; provided, however, the Primary Servicer shall (i) promptly provide to the Master Servicer any documentation
in the Primary Servicer’s possession reasonably requested by the Master Servicer in connection with the Master Servicer's preparation
and compilation of any CREFC® Schedule AL File or any Schedule AL Additional File and (ii) reasonably cooperate with the Master Servicer
in connection with the Master Servicer's preparation and compilation of any CREFC® Schedule AL File or any Schedule AL Additional
File;


(l)                
with respect to letters of credit, if any, as the Master Servicer is required to hold original letters of credit under the PSA,
the Primary Servicer shall hold such original letters of credit if the Primary Servicer has (i) a vault or other adequate safety procedures
in place satisfactory to the Master Servicer, in its sole discretion, or (ii) outsourced such responsibility to a third party vendor,
which vendor shall be satisfactory to the Master Servicer, who has a vault or other adequate safety procedures in place satisfactory to
the Master Servicer, in its sole discretion;


(m)            
pursuant to the requirements under Section 11.15 of the PSA, the Primary Servicer shall promptly provide the Master Servicer with
all updated net operating income received by the Primary Servicer for any Mortgage Loan or Serviced Companion Loan where the Mortgagor
of such Mortgage Loan or Serviced Companion Loan is a Significant Obligor under the PSA or a "significant obligor" under an
Other Pooling and Servicing Agreement, and the Primary Servicer shall fully cooperate with the Master Servicer in satisfying any of the
Master Servicer’s obligations related to such Significant Obligor or such "significant obligor" under the PSA;


(n)              
upon the Master Servicer receiving notice that a Mortgage Loan has become an Excluded Loan under the PSA, the Master Servicer will
forward such notice to the Primary Servicer, then the Primary Servicer (prior to delivering any Excluded Information to the Master Servicer)
shall mark or label such information as “Excluded Information” and comply with all the requirements set forth in the PSA with
respect to such Excluded Loan;




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(o)              
 with respect to any request for materials by the Asset Representations Reviewer or a related
Other Asset Representations Reviewer pursuant to PSA Article XII regarding the Mortgage Loans, the Primary Servicer shall (i) promptly
provide to the Master Servicer any documentation in the Primary Servicer’s possession reasonably requested by the Master Servicer
and (ii) reasonably cooperate with the Master Servicer in order for the Master Servicer to comply with its related obligations under the
PSA;


(p)              
with respect to all servicing responsibilities of the Master Servicer under the PSA which
are not being performed by the Primary Servicer hereunder, the Primary Servicer shall (i) reasonably cooperate with the Master Servicer
to facilitate the timely performance of such servicing responsibilities, (ii) promptly provide to the Master Servicer any documentation
in the Primary Servicer’s possession reasonably requested by the Master Servicer and (iii) reasonably cooperate with the Master
Servicer in order for the Master Servicer to comply with its related obligations under the PSA;


(q)              
the creation of any Primary Servicer Account shall be evidenced by a certification in the form of Exhibit “D” attached
hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the third Business Day after the Closing
Date and hereafter to the Master Servicer upon any transfer of the Primary Servicer Account; and


(r)               
no later than the twenty-fifth (25th) day of each month (or if such day is not a Business Day, then the immediately preceding Business
Day), the Primary Servicer shall deliver to the Master Servicer a certification in the form of Exhibit “E” with respect to
the Primary Servicer Accounts (“Monthly Accounts Certification”). Promptly following any reasonable request by the
Master Servicer or, to the extent any exceptions are listed on the Monthly Accounts Certification, not later than the date such Monthly
Accounts Certification is delivered to the Master Servicer, the Primary Servicer shall provide a reconciliation of the Primary Servicer
Accounts (as applicable), together with a copy of the related bank statements and, promptly following any reasonable request by the Master
Servicer, any additional information as reasonably requested by the Master Servicer with respect to such reconciliation and/or related
bank statements


Section 3.02.     
Portfolio Manager.


(a)              
The Primary Servicer shall designate a portfolio manager and other appropriate personnel to receive documents and communications
from the Master Servicer and to provide assistance to the Master Servicer consistent with the Master Servicer's supervisory authority
over the Primary Servicer hereunder.


(b)              
The Master Servicer shall designate a portfolio manager and other appropriate personnel to receive documents and communications
from the Primary Servicer and to provide to the Primary Servicer information, materials and correspondence relating to the Mortgage Loans
and the related Mortgagors which may be necessary or appropriate to enable the Primary Servicer to perform its obligations hereunder.


Section 3.03.     
Maintenance of Errors and Omissions and Fidelity Coverage.




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The Primary Servicer
shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a fidelity bond
and an errors and omissions insurance policy covering the Primary Servicer's officers and employees acting on behalf of the Primary Servicer
in connection with its activities under this Agreement in form and amount which satisfies the fidelity bond and errors and omissions insurance
policy requirements under PSA Section 3.07(c). The Primary Servicer shall cause to be delivered to the Master Servicer from time to time
upon the Master Servicer's request a certificate of insurance or other evidence of such bond and insurance. The Primary Servicer shall
promptly notify or cause its insurer to notify the Master Servicer of any material change to such fidelity bond or errors and omissions
insurance policy.


Section 3.04.     
Delivery and Possession of Servicing Files.


The Primary Servicer
hereby acknowledges receipt of the Primary Servicing Files. The contents of each Primary Servicing File delivered to the Primary Servicer
are and shall be held in trust by the Primary Servicer for the benefit of the Trust Fund as the owner thereof; the Primary Servicer's
possession of the contents of each Primary Servicing File so delivered is for the sole purpose of servicing the related Mortgage Loan;
and such possession by the Primary Servicer shall be in a custodial capacity only. The Primary Servicer shall release its custody of the
contents of any Primary Servicing File only in accordance with written instructions from the Master Servicer, and upon the reasonable
request of the Master Servicer, the Primary Servicer shall deliver to the Master Servicer the Primary Servicing File or a copy of any
document contained therein.


Section 3.05.     
Annual Compliance Statements.


(a)              
The Primary Servicer shall, on or before February 24th (February 25th in the event of a leap
year) of each year, commencing in February 2023, deliver to the Master Servicer an Officer’s Certificate, in a form that satisfies
the requirements of Section 11.09 of the PSA (or such other form, similar in substance, as may be acceptable to the Depositor and the
Master Servicer) stating, as to the signer thereof, that (i) a review of such Primary Servicer’s activities during the preceding
calendar year or portion thereof and of such Primary Servicer’s performance under this Agreement has been made under such officer’s
supervision and (ii) to the best of such officer’s knowledge, based on such review, such Primary Servicer has fulfilled all
its obligations under this Agreement in all material respects throughout such year or portion thereof, or, if there has been a failure
to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.
Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Master Servicer
and Primary Servicer. Primary Servicer shall cooperate with the Master Servicer and/or the Depositor, if any party consults with the Primary
Servicer as to the nature of any failures by the Primary Servicer with respect to the Mortgage Loans in the fulfillment of any of the
Primary Servicer’s obligations hereunder. In any year that the Primary Servicer has received written confirmation from the Depositor
(or, in the case of an Other Securitization, the related Other Depositor) or the Master Servicer that a report on Form 10-K is not
required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year, the Primary Servicer
shall not be required to deliver such statement until April 1 of such year.




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(b)       In
the event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, Primary Servicer shall provide an annual
statement of compliance pursuant to this Section 3.05 with respect to the period of time that Primary Servicer was subject to this Agreement.


Section 3.06.     
Annual Reports on Assessment of Compliance with Servicing Criteria.


(a)              
On or before February 24th (February 25th in the event of a leap year) of each year, commencing
in February 2023, the Primary Servicer, at its own expense, shall furnish to the Master Servicer a report substantially in a form that
satisfies the requirements of Section 11.10 of the PSA, on an assessment of compliance with the Servicing Criteria applicable to it that
complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (i) a statement by Primary Servicer
of its responsibility for assessing compliance with the Relevant Servicing Criteria, (ii) a statement that Primary Servicer used
the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (iii) such Primary Servicer’s assessment
of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by Form 10-K,
including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure
and the nature and status thereof, and (iv) a statement that a registered public accounting firm has issued an attestation report
on Primary Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Such report shall
be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Master Servicer and Primary Servicer.


(b)              
Each such report shall be addressed to the Master Servicer and signed by an authorized officer
of Primary Servicer, and shall address the Relevant Servicing Criteria set forth in Section 11.10 of, and Exhibit AA to, the PSA. Primary
Servicer shall cooperate with the Master Servicer and/or the Depositor if either party consults with the Primary Servicer as to the nature
of any material instance of noncompliance with the Relevant Servicing Criteria.


(c)              
In any year that the Primary Servicer has received written confirmation from the Depositor (or,
in the case of an Other Securitization, the related Other Depositor) or the Master Servicer that a report on Form 10-K is not
required to be filed in respect of the Trust or the trust for any Other Securitization for
the preceding calendar year, the Primary Servicer shall not be required to deliver such assessments until April 1 of such year.


(d)              
Primary Servicer hereby acknowledges and agrees that the Relevant Servicing Criteria set
forth in Section 11.10 of, and Exhibit AA to, the PSA is appropriately set forth with respect to Primary Servicer.


(e)              
In the event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, Primary Servicer shall provide
an annual assessment of compliance pursuant to this Section 3.06, coupled with an attestation as required in Section 3.07 hereof with
respect to the period of time that Primary Servicer was subject to this Agreement.






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Section 3.07.     
Annual Independent Public Accountants’ Attestation Report.


(a)              
On or before February 24th (February 25th in the event of a leap year) of each year, commencing
in February 2023, the Primary Servicer shall, at its own expense, cause a registered public accounting firm and that is a member of the
American Institute of Certified Public Accountants to furnish a report to the Master Servicer to the effect that (i) it has obtained
a representation regarding certain matters from the management of Primary Servicer, which includes an assertion that Primary Servicer
has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination conducted by such firm
in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether Primary
Servicer's assessment of compliance with the Relevant Servicing Criteria applicable to it was fairly stated in all material respects.
In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was
unable to express such an opinion. Each such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3)
and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and
not contain restricted use language. Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by
the Master Servicer and Primary Servicer.


(b)              
Primary Servicer shall cooperate with the Master Servicer and/or the Depositor if either party consults with the Primary Servicer
as to the nature of any defaults by Primary Servicer in the fulfillment of Primary Servicer's obligations hereunder.


(c)              
In any year that the Primary Servicer has received written confirmation from the Depositor or the Master Servicer that a report
on Form 10-K is not required to be filed in respect of the Trust for the preceding calendar year, the Primary Servicer shall not be
required to deliver such report until April 1 of such year.


Section 3.08.     
Sarbanes-Oxley Certification.


(a)              
On or before February 24th (February 25th in the event of a leap year) of each year, commencing
in February 2023, the Primary Servicer shall provide to the Master Servicer a Performance Certification substantially in the form attached
to the PSA as Exhibit Z-2, on which the Master Servicer, the Certifying Person, the entity for which the Certifying Person acts as an
officer (if the Certifying Person is an individual), and each entity’s officers, directors and Affiliates (collectively the “Certification
Parties”) can reasonably rely. In addition, Primary Servicer shall execute a reasonable reliance certificate to enable
the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 3.05 hereof, (ii) annual
report on assessment of compliance with servicing criteria provided pursuant to Section 3.06 hereof and (iii) accountant’s
report provided pursuant to Section 3.07 hereof, and shall include a certification in the Performance Certification that each such annual
compliance statement or report discloses any deficiencies or defaults described to the registered public accountants of the Primary Servicer
to enable such accountants to render the certificates provided for in Section 3.07 hereof. In the
event the Primary Servicer is terminated or resigns pursuant to the terms of this Agreement, the Primary Servicer shall provide a certification
to the Master Servicer for delivery to the Certifying Person pursuant to this Section 3.08 with respect to the period of time it
was subject to this Agreement. Each such Performance Certification shall be provided in




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EDGAR-Compatible Format in substantially the
form of Exhibit Z-2 to the PSA, or in such other format agreed upon by the Master Servicer and the Primary Servicer. Notwithstanding the
foregoing, nothing in this Section 3.08 shall require Primary Servicer (i) to certify or verify the accurateness or completeness
of any information provided to Primary Servicer by third parties, (ii) to certify information other than to Primary Servicer’s
knowledge and in accordance with Primary Servicer’s responsibilities hereunder or (iii) with respect to completeness of information
and reports, to certify anything other than that all fields of information called for in written reports prepared by Primary Servicer
have been completed except as they have been left blank on their face.


(b)              
Notwithstanding anything to the contrary contained in this Section 3.08, with respect to each year in which the Trust or
the trust for any Other Securitization, as applicable, is not subject to the reporting requirements of the Exchange Act, Primary
Servicer shall not be required to deliver any certification under this Section 3.08.


Section 3.09.     
Delivery of Mortgage Loan Purchase Agreement.


Following the Master
Servicer's receipt of the Mortgage Loan Purchase Agreement from the Depositor, the Master Servicer shall provide a copy of such Mortgage
Loan Purchase Agreement to the Primary Servicer.


ARTICLE IV.


Preservation of the REMICs.


The Primary Servicer
shall not take any action (whether or not authorized hereunder) as to which the Master Servicer has advised the Primary Servicer in writing
that it or the Trustee has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action.
Primary Servicer shall fully cooperate with the Master Servicer in connection with avoiding (i)
the imposition of a tax on any portion of the Trust Fund or (ii) the failure of any Trust REMIC to qualify as a REMIC.


ARTICLE V.




PRIMARY SERVICER’S COMPENSATION AND EXPENSES


Section 5.01.     
Primary Servicing Compensation.


(a)              
As compensation for its activities hereunder, the Primary Servicer shall be entitled to receive (or retain from the Accounts, as
applicable) the Primary Servicing Fee. Anything herein to the contrary notwithstanding, the Primary Servicer shall be paid such Primary
Servicing Fee at such times as, and only to the extent that, the Master Servicer receives its Servicing Fee with respect to each Mortgage
Loan under the PSA. Except as provided below, any reductions in the Servicing Fee that may be required under the PSA with respect to Prepayment
Interest Shortfalls shall not affect the amount of the Primary Servicing Fee payable to the Primary Servicer and, consequently, the Primary
Servicer shall not be entitled to any Prepayment Interest Excess but shall be entitled to recover unpaid Primary Servicing Fees to the
extent the Master Servicer is permitted to do so under the PSA. In the event of a breach of Section 2.03(a)(vii) by




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the Primary Servicer resulting in an obligation
by the Master Servicer to pay a Prepayment Interest Shortfall, the Primary Servicer shall on or before 1:00 p.m. New York City time on
the Primary Servicer Remittance Date following such breach, remit to the Master Servicer, pursuant to wiring instructions from the Master
Servicer, the amount as of any Distribution Date equal to the aggregate amount of any such Prepayment Interest Shortfall incurred as a
result of the prepayment received in connection with such breach of Section 2.03(a)(vii). If such Prepayment Interest Shortfall is not
remitted to the Master Servicer by 1:00 p.m. New York City time on the Primary Servicer Remittance Date, then the Primary Servicer shall
also remit to the Master Servicer the Prepayment Interest Shortfall and full interest on such Prepayment Interest Shortfall at the federal
funds rate from and including such Primary Servicer Remittance Date but excluding the date that such Prepayment Interest Shortfall is
received by the Master Servicer.


(b)              
The Primary Servicer shall also be entitled to retain, with respect to each related Mortgage Loan, as additional primary servicing
compensation (the "Additional Primary Servicing Compensation"), the following:


(i)                
to the extent received and to the extent the Master Servicer is entitled to retain such amounts under the PSA and subject to Section
5.01(c), 100% of the Master Servicer's share of any assumption application fees and 50% of the Master Servicer’s share of any defeasance
fees;


(ii)             
100% of the Master Servicer's share of any charges for beneficiary statements and amounts collected for checks returned for insufficient
funds actually paid by the Mortgagor;


(iii)           
to the extent the Master Servicer is entitled to retain such amounts under the PSA and actually received such amounts, 100% of
all Penalty Charges paid by the related Mortgagor (to the extent the Primary Servicer is performing the related collection work and to
the extent not required to be offset against outstanding interest on Advances or certain additional Trust expenses set forth in Section
3.11(d) of the PSA);


(iv)            
to the extent received and to the extent the Master Servicer is entitled to retain such amounts under the PSA and subject to Section
5.01(c) hereof, 50% of the Master Servicer’s share of any Excess Modification Fees, assumption fees, waiver fees, consent and earnout
fees, review fees and similar fees; and


(v)              
subject to PSA Section 3.06, any interest or other income earned on deposits in the related Primary Servicer Accounts; provided,
however, that the Primary Servicer shall be required to promptly remit to the Master Servicer any Additional Servicing Compensation and
other amounts received from or on behalf of any Mortgagor which the Primary Servicer is not entitled to retain under this paragraph.


The Primary Servicer
shall be entitled to 50% of the Master Servicer's share of any fees received by the Master Servicer with respect to any Major Decision
and any Special Servicer Decision in connection with a Mortgage Loan regardless as to whether the Primary Servicer




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processes such action or not. The Special
Servicer will process all (A) Major Decisions and (B) Special Servicer Decisions, unless the Master Servicer and the Special Servicer
mutually agree that the Master Servicer will process such Major Decision or Special Servicer Decision. If the Master Servicer and the
Special Servicer mutually agree that the Master Servicer shall process such Major Decision or Special Servicer Decision, the Primary Servicer
shall process such Major Decision or Special Servicer Decision subject to the Master Servicer’s consent and any other consent required
under the PSA.


(c)              
Except as otherwise provided herein or in the PSA, the Primary Servicer shall pay all its overhead and similar expenses incurred
by it in connection with its servicing activities hereunder.


ARTICLE VI.


THE MASTER SERVICER AND
THE PRIMARY SERVICER


Section 6.01.     
Primary Servicer Not to Assign; Merger or Consolidation of the Primary Servicer.


(a)              
Except as otherwise provided in Section 6.01(b) hereof, or in Sections 2.02 or 3.02 hereof, the Primary Servicer shall not assign
this Agreement for any reason or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof without the
prior written consent of the Master Servicer, which consent shall not be unreasonably withheld or delayed.


(b)              
The Primary Servicer shall not resign from its obligations and duties hereunder without giving the Master Servicer sixty (60) days
prior written notice thereof or such lesser notice as may be acceptable to the Master Servicer to enable the Master Servicer to assume
all of the Primary Servicer's rights, powers, duties and obligations under this Agreement; provided, however, that only fifteen (15) days
prior written notice shall be required in connection with a resignation of the Primary Servicer as a result of the Master Servicer's failure
to consent to any matters set forth in this Section 6.01.


(c)              
The Primary Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets
to any Person, in which case any Person into which the Primary Servicer may be merged or consolidated, or any entity resulting from any
merger or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to the business of the Primary Servicer,
shall be the successor of the Primary Servicer hereunder, provided that, in any such case, the Primary Servicer has obtained the prior
written consent of the Master Servicer, which shall not be unreasonably withheld or delayed, and such Person meets the requirements of
the PSA; provided, however, that the Master Servicer’s consent shall not be required if the Primary Servicer is merged into or consolidated
with a Qualified Affiliate or transfers all or substantially all of its assets to a Qualified Affiliate. Notwithstanding
the foregoing, the Primary Servicer may not remain the Primary Servicer under this Agreement after (x) being merged or consolidated with
or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person
is a Prohibited Party, except to the extent (i) the Primary Servicer is the surviving entity of such merger, consolidation or transfer
and has been and continues to be in compliance with its Regulation AB reporting




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obligations hereunder or (ii) the Master Servicer
consents to such merger, consolidation or transfer. Such successor shall be deemed to have assumed all of the liabilities of the Primary
Servicer hereunder, and upon written demand by the Master Servicer, such successor shall be required to promptly execute and deliver to
the Master Servicer an agreement which contains an assumption by such Person of the due and punctual performance and observance of each
covenant and condition to be performed and observed by the Primary Servicer under this Agreement from and after the date of such agreement.
Notwithstanding anything to the contrary, the Primary Servicer shall promptly notify the Master Servicer, the Certificate Administrator
and the Trustee in the event the Primary Servicer becomes an Affiliate of the Trustee.


Section 6.02.     
Liability and Indemnification of the Primary Servicer and the Master Servicer.


(a)              
None of the Primary Servicer nor any partners, directors, officers, shareholders, members,
managers, employees or agents of the Primary Servicer (the “Primary Servicer Parties”) shall be under any liability
to the Master Servicer for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer Parties against losses resulting
from any breach of its warranties or representations made herein, or against any liability that would otherwise be imposed on the Primary
Servicer by reason of the Primary Servicer’s willful misconduct, bad faith or negligence (or by reason of any specific liability
imposed on the Primary Servicer pursuant to Section 2.01 hereof for a breach of the Accepted Primary Servicing Practices) in the performance
of its duties hereunder or by reason of its negligent disregard of its obligations or duties hereunder. Each indemnified party
hereunder shall give prompt written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder;
provided, however, that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice.
The Primary Servicer Parties may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted
by any appropriate Person respecting any matters arising hereunder.


(b)              
The Primary Servicer Parties shall be indemnified and held harmless by the Master Servicer
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses (including, without limitation, costs and expenses of litigation and of enforcement of this indemnity, and of investigation,
counsel fees, damages, judgments and amounts paid in settlement) incurred in connection with any actual or threatened legal or administrative
action (whether in equity or at law) or claim relating to this Agreement (collectively, the "Losses") incurred by Primary
Servicer (i) resulting from (A) any breach by the Master Servicer of a representation or warranty made by it herein or (B) the Master
Servicer’s willful misconduct, bad faith or negligence in the performance of its obligations and duties hereunder or negligent disregard
of its obligations and duties hereunder or (ii) that may be imposed on, incurred by or asserted against it in connection with, related
to, or arising out of, this Agreement or the transactions contemplated by this Agreement, other than any Losses incurred by the Primary
Servicer (A) that are specifically required to be borne by the Primary Servicer without right of reimbursement pursuant to the terms hereof
or (B) incurred by reason of (1) a breach of any representation or warranty by the Primary Servicer, or (2) willful misconduct, bad faith
or negligence of the Primary Servicer in the performance of its respective obligations or duties hereunder or negligent disregard of its
respective obligations or duties under this Agreement; provided, however, that the




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indemnification under clause (ii) above shall
be strictly limited to any actual amount of indemnification received by the Master Servicer under the PSA as a result of pursuing the
Trust on behalf of the Primary Servicer for such indemnification. The Master Servicer agrees to use reasonable efforts to pursue the Trust
for any indemnification against any Losses incurred by the Primary Servicer under clause (ii) above.


(c)              
The Primary Servicer shall be under no obligation to appear in, prosecute or defend any legal action unless such action is related
to its respective duties under this Agreement and, except in the case of a legal action the costs of which such party is specifically
required hereunder to bear, in its option does not involve it in any ultimate expense or liability for which it would not be reimbursed
hereunder.


(d)              
The Master Servicer and any partner, director, officer, shareholder, member, manager, employee
or agent of the Master Servicer shall be indemnified and held harmless by the Primary Servicer against any Losses incurred by the Master
Servicer in connection with any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses incurred in connection with any actual or threatened legal or administrative
action (whether in equity or at law) or claim relating to this Agreement resulting from (i) any
breach by the Primary Servicer of a representation or warranty made by it herein or (ii) any willful misconduct, bad faith, fraud or negligence
by the Primary Servicer in the performance of its obligations or duties hereunder or by reason of negligent disregard of such obligations
or duties. The Master Servicer and any partner, director, officer, shareholder, employee, member, manager or agent of the Master Servicer
may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person (including,
without limitation, the Special Servicer) respecting any matters arising hereunder.


(e)              
The Primary Servicer shall indemnify and hold harmless each Certification Party and the Master
Servicer and any officers, directors and Affiliates of the Master Servicer from and against any and all claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such indemnified
party arising out of (i) a breach of the Primary Servicer's obligation to provide any of the annual compliance statements or annual assessment
of compliance with the servicing criteria or attestation reports pursuant to this Agreement, (ii) negligence, bad faith or willful misconduct
on its part in the performance of such obligations, (iii) any failure by Primary Servicer to comply with the obligations of a Servicing
Function Participant under the PSA, (iv) any failure by it, as a Servicer (as defined in Section 11.02(b) of the PSA) to identify
a Servicing Function Participant pursuant to Section 11.02(c) of the PSA; or (v) delivery of any
Deficient Exchange Act Deliverable.


In addition, the Primary
Servicer shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under any
applicable sub-subservicing agreement) with the Master Servicer, the Depositor and each Other Depositor as necessary for the Master Servicer,
the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material
instances of non-compliance disclosed in any of the deliverables required by the applicable Reporting Requirements.




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In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x) delivered
by the Primary Servicer, (y) regarding the Primary Servicer, and (z) prepared by the Primary Servicer or any registered public accounting
firm, attorney or other agent retained by the Primary Servicer to prepare such information, which information is contained in a report
filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor's
or any Other Depositor’s filing of such report, upon receipt of such comments from the Depositor or Other Depositor, as applicable,
the Master Servicer shall promptly provide to the Primary Servicer any such comments which relate to the Primary Servicer. Primary Servicer
shall be responsible for timely preparing a written response to the Commission or its staff for inclusion in the Depositor’s or
any Other Depositor’s or the Master Servicer's, as applicable, response to the Commission or its staff, unless Primary Servicer
elects, with the consent of the Depositor or Other Depositor, as applicable, and the Master Servicer (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with
the Commission or its staff; provided that if the Primary Servicer (or a sub-subservicer retained by the Primary Servicer) is a Servicing
Function Participant or an Additional Servicer, the Primary Servicer shall provide copies to the Master Servicer of all material communications
pursuant to this paragraph. If such election is made, the Primary Servicer shall be responsible for directly negotiating such response
and/or resolution with the Commission or its staff in a timely manner; provided, that (i) Primary Servicer shall use reasonable efforts
to keep the Depositor or any Other Depositor, as applicable, and the Master Servicer informed of its progress with the Commission or its
staff and copy the Depositor or Other Depositor, as applicable, and the Master Servicer on all correspondence with the Commission or its
staff and provide the Depositor or any other Depositor, as applicable, and the Master Servicer with the opportunity to participate (at
the Depositor's or any Other Depositors, as applicable, or Master Servicer's, as applicable, expense) in any telephone conferences and
meetings with the Commission or its staff and (ii) the Master Servicer shall cooperate with the Primary Servicer in order to authorize
the Primary Servicer and its representatives to respond to and negotiate directly with the Commission or its staff with respect to any
comments received from the Commission or its staff relating to Primary Servicer and to notify the Commission or its staff of such authorization.
The Master Servicer and the Primary Servicer shall cooperate and coordinate with each other with respect to any requests made to the Commission
or its staff for any extension of time for submitting a response or compliance. All reasonable out-of-pocket costs and expenses incurred
by the Depositor or any Other Depositor, as applicable, and the Master Servicer (including reasonable legal fees and expenses of outside
counsel to the Depositor or any Other Depositor, as applicable, and the Master Servicer) in connection with the foregoing (other than
those costs and expenses required to be at the Depositor's or any Other Depositor’s, as applicable, expense as set forth above)
and any amendments to any reports filed with the Commission or its staff therewith shall be promptly paid by the Primary Servicer upon
receipt of an itemized invoice from the Depositor or any Other Depositor, as applicable, and/or the Master Servicer, as applicable. The
Primary Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained
by it to comply with the foregoing by inclusion of similar provisions in the related sub-subservicing or similar agreement.


If
the indemnification provided for in this Section 6.02(e) is unavailable or insufficient to hold harmless any Certification Party, the
Depositor, the Master Servicer or any partners,




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directors, officers, shareholders, members,
managers, employees or agents of any Certification Party, the Depositor, or the Master Servicer,
then the Primary Servicer shall contribute to the amount paid or payable to the indemnified party as a result of the liability, claim,
loss, cost (including reasonable attorney’s fees), penalty, expense, judgment, fee, fine, forfeiture or damage of the indemnified
party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Primary Servicer
on the other in connection with a breach of the Primary Servicer’s obligations pursuant to Article XI of the PSA, this Agreement
or the Primary Servicer’s negligence, bad faith or willful misconduct in connection therewith. The Primary Servicer shall cause
any subservicer with which it enters into a servicing relationship with respect to the Mortgage Loans to agree to the foregoing indemnification
and contribution obligations.


(f)               
The indemnification, exculpation, and other protections and provisions in this Section 6.02 shall survive the termination of this
Agreement or the resignation of the Master Servicer or the Primary Servicer.


Section 6.03.     
Representations and Warranties.


The Primary Servicer
hereby represents, warrants and covenants to the Master Servicer that as of the date hereof:


(a)              
The Primary Servicer is a national banking association, duly organized, validly existing
and in good standing under the laws of the United States of America, and is in compliance with the laws of each State (within the United
States of America) in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


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


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


(d)              
This Agreement, assuming due authorization, execution and delivery by the Master Servicer,
constitutes a valid, legal and binding obligation of the Primary Servicer, enforceable against the Primary Servicer in accordance with
the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting
the enforcement of creditors’ rights generally, and, to the extent applicable, the rights




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of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (ii) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


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


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


(g)              
No consent, approval, authorization or order of, registration or filing with, or notice to,
any governmental authority or court is required under federal or state law for the execution, delivery and performance by the Primary
Servicer of, or compliance by the Primary Servicer with, this Agreement or the Primary Servicer’s consummation of any transactions
contemplated hereby, other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices
as have been obtained, made or given prior to the actual performance by the Primary Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material
adverse effect on the performance by the Primary Servicer under this Agreement;


(h)              
The Primary Servicer has examined each primary servicing or sub-subservicing agreement relating to the Mortgage Loans to which
it is a party, and shall examine each primary servicing or sub-subservicing agreement relating to Mortgage Loans to which it intends to
become a party, and in each such case, the terms of such primary servicing or sub-subservicing agreements, as applicable, are not, or,
in the case of any primary servicing or sub-subservicing agreement to be entered into by such Primary Servicer at a future date, will
not be, materially inconsistent with the terms of this Agreement;


(i)                
Each officer and employee of the Primary Servicer that has responsibilities concerning the
servicing and administration of Mortgage Loans is covered by errors and omissions insurance and the fidelity bond maintained by the Primary
Servicer in the amounts and with the coverage required by PSA Section 3.07 or the Primary Servicer self-insures for such errors and omissions
coverage in compliance with the requirements of PSA Section 3.07; 


(j)                
The Primary Servicer is not an Affiliate of the Trustee and is not a Prohibited Party; and




    21 


     


    

(k)              
 The Primary Servicer is not a Risk Retention Affiliate of any Third Party Purchaser.


The Master Servicer hereby
makes, ratifies, and confirms to the Primary Servicer each of the representations and warranties made by the Master Servicer in Section
6.01(a) of the PSA as of the Closing Date.


The foregoing representations
and warranties shall survive the execution and delivery of this Agreement. Upon discovery by either the Master Servicer or the Primary
Servicer of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written
notice thereof to the other party.


ARTICLE VII.




PRIMARY SERVICER TERMINATION EVENTS; TERMINATION


Section 7.01.     
Primary Servicer Termination Events; Primary Servicer Non-Affiliate Covenant.


(a)              
"Primary Servicer Termination Event", wherever used herein with respect to any Primary Servicer, means any one
of the following events:


(i)                
any failure by the Primary Servicer to remit to the Primary Servicer Accounts, or to remit to the Master Servicer, any amount required
to be so remitted by the Primary Servicer pursuant to and in accordance with this Agreement, which failure continues unremedied for one
(1) Business Day following the date on which such deposit or remittance was required to be made; or


(ii)             
any failure on the part of the Primary Servicer duly to observe or perform in any material
respect any of its other covenants or obligations on the part of the Primary Servicer contained in this Agreement in all material respects,
which failure, in either event, continues unremedied for a period of twenty (20) days (or (A) with respect to any year that a report on
Form 10-K is required to be filed, three (3) Business Days with respect to Primary Servicer’s obligations contemplated by Article
XI of the PSA, or (B) ten (10) days in the case of a failure to pay the premium for any property insurance policy required to be maintained
hereunder) after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Primary
Servicer by the Master Servicer, provided, however, if such failure is capable of being cured and the Primary Servicer is diligently
pursuing such cure, such period will be extended an additional twenty (20) days; provided, further, however, that such extended
period will not apply to the obligations regarding Exchange Act reporting; or


(iii)           
any breach on the part of the Primary Servicer of any representation or warranty contained in Section 6.03 hereof, which materially
and adversely affects the interests of any Class of Certificateholders or holders of any related Serviced Pari Passu Companion Loan or
the RR Interest Owner and which continues




    22 


     


    

unremedied for a period of twenty (20)
days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Primary Servicer by
the Master Servicer, provided, however, that if such breach is capable of being cured and the Primary Servicer is diligently pursuing
such cure, such twenty (20) day period shall be extended for an additional thirty (30) days; or


(iv)            
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against the Primary Servicer and such decree or order shall
have remained in force undischarged, undismissed or unstayed for a period of fifty (50) days; or


(v)              
the Primary Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the
Primary Servicer, or of or relating to all or substantially all of its property; or


(vi)            
the Primary Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, or
voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or


(vii)         
any Rating Agency (or, in the case of Serviced Pari Passu Companion Loan Securities, any
Companion Loan Rating Agency) has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates
(or Serviced Pari Passu Companion Loan Securities, as applicable), or (B) placed one or more Classes of Certificates (or Serviced Pari
Passu Companion Loan Securities, as applicable) on “watch status” in contemplation of a ratings downgrade or withdrawal (and
in the case of clause (A) or (B), such action has not been withdrawn by such Rating Agency within 60 days of such rating action) and,
in the case of either of clauses (A) or (B), such Rating Agency publicly cited servicing concerns with the Master Servicer (because of
actions of the Primary Servicer) or the Primary Servicer as the sole or a material factor in such rating action; or


(viii)       
the Primary Servicer is no longer rated at least "CPS3" as a primary servicer by Fitch and such rating is not reinstated
within sixty (60) days of the delisting; or


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




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(x)              
 a Servicer Termination Event (as defined in the PSA) by the Master Servicer under PSA Section 7.01 which Servicer Termination
Event occurred as a result of the direct failure of the Primary Servicer to perform any obligation required hereunder; or


(xi)            
the failure of the Primary Servicer to comply with any of the requirements under Sections 3.05, 3.06, 3.07 and 3.08 of this Agreement
applicable to such Primary Servicer, including the failure to deliver any reports or certificates at the time such report or certification
is required under Sections 3.05, 3.06, 3.07 and 3.08, which failure continues for five (5) day after written notice thereof; or


(xii)         
subject to Section 11.17 of the PSA, any failure by the Primary Servicer to comply with any of the requirements under Article XI
of the PSA applicable to the Primary Servicer, including the failure to deliver any reports, certificates or disclosure information under
the Exchange Act or under the rules and regulations promulgated under the Exchange Act, at the time such report, certification or information
is required under Article XI; or


(xiii)       
any failure by the Primary Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation
AB under any other pooling and servicing agreement relating to any other series of certificates offered by the Depositor;


then, and in each and every case, so
long as an Primary Servicer Termination Event shall not have been remedied, the Master Servicer may, by notice in writing to the Primary
Servicer, in addition to whatever rights the Master Servicer may have at law or in equity, including injunctive relief and specific performance,
immediately terminate all of the rights and obligations of the Primary Servicer under this Agreement and in and to the Mortgage Loans
and the proceeds thereof, subject to Section 7.02 hereof, without the Master Servicer incurring any penalty or fee of any kind whatsoever
in connection therewith. Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive
of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise
any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Primary Servicer Termination Event.
On or after the receipt by the Primary Servicer of such written notice of termination from the Master Servicer, all authority and power
of the Primary Servicer in this Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Master Servicer, and the Primary Servicer agrees to cooperate with the Master Servicer in effecting the termination of the Primary Servicer's
responsibilities and rights hereunder, including, without limitation, the remittance of funds and the transfers of the Primary Servicing
Files as set forth in Section 7.02. Notwithstanding the foregoing, upon any termination of the Primary Servicer, the Primary Servicer
will be entitled to receive all accrued and unpaid Primary Servicing Fees and Additional Primary Servicing Compensation through the date
of termination.


(b)              
Upon discovery by the Primary Servicer of any Primary Servicer Termination Event (but regardless of whether any notice has been
given as provided in this Agreement or any




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cure period provided herein has expired), the
Primary Servicer shall give prompt written notice thereof to the Master Servicer.


(c)              
The Master Servicer may waive in writing any default by the Primary Servicer in the performance of its obligations hereunder and
its consequences. Upon any such waiver of a past default, such default shall cease to exist, and any Primary Servicer Termination Event
arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereon except to the extent expressly so waived.


(d)              
The Primary Servicer shall not be or become Risk Retention Affiliated with or a Risk Retention Affiliate of any Third Party Purchaser.
If the Primary Servicer is or becomes Risk Retention Affiliated with or a Risk Retention Affiliate of any Third Party Purchaser, the Primary
Servicer shall promptly notify the Master Servicer and the Primary Servicer shall be terminated as Primary Servicer under this Agreement
pursuant to Section 7.02(a)(ii) below.


Section 7.02.     
Termination of Agreement.


(a)              
This Agreement shall be terminated with respect to the Primary Servicer:


(i)                
pursuant to Section 3.20 of the PSA and Section 7.01 hereof, if the Master Servicer elects to terminate the Primary Servicer following
a Primary Servicer Termination Event (except as provided in clause (iii) below);


(ii)             
promptly following the Primary Servicer being or becoming Risk Retention Affiliated with or a Risk Retention Affiliate of any Third
Party Purchaser;


(iii)           
immediately by the Master Servicer (or at the Depositor's request to the extent that the Depositor has the right to request termination
of the Primary Servicer under the PSA) pursuant to Section 7.01(a)(xii) and (xiii) hereof and PSA
Section 3.20(a)(ix);


(iv)            
upon resignation by the Primary Servicer as provided in Section 6.01 hereof;


(v)              
with respect to any Mortgage Loan, in the event such Mortgage Loan is substituted or defeased pursuant to PSA Sections 2.03 and
3.18;


(vi)            
at the option of the Master Servicer in its sole discretion with respect to any Mortgage Loan in the event such Mortgage Loan is
purchased or repurchased pursuant to PSA Section 2.03, 3.16 or 9.01; or


(vii)         
if the Master Servicer's responsibilities and duties as Master Servicer under the PSA have
been assumed by the Trustee, and the Trustee exercises it right to terminate the Primary Servicer pursuant to PSA Section 3.20. For the
avoidance of doubt, this Agreement shall constitute a "Sub-Servicing Agreement"




    25 


     


    

as defined under the PSA and Primary Servicer
shall be deemed an "Initial Sub-Servicer" as defined under the PSA.


(b)              
If the Master Servicer's responsibilities and duties as Master Servicer under the PSA have been assumed by the Trustee, the Trustee
shall, without act or deed on the part of the Trustee, succeed to all of the rights and obligations of the Master Servicer under this
Agreement as provided in PSA Section 3.20, and the Primary Servicer shall be bound to the Trustee under all of the terms, covenants and
conditions of this Agreement with the same force and effect as if the Trustee was originally the Master Servicer under this Agreement;
and the Primary Servicer does hereby attorn to the Trustee, as the Master Servicer hereunder, said attornment to be effective and self-operative
without the execution of any further instruments on the part of any of the parties hereto immediately upon the Trustee succeeding to the
interest of the Master Servicer hereunder. The Primary Servicer agrees, however, upon written demand by the Trustee to promptly execute
and deliver to the Trustee an instrument in confirmation of the foregoing provisions, satisfactory to the Trustee, in which the Primary
Servicer shall acknowledge such attornment and shall confirm to the Trustee its agreement to the terms and conditions of this Agreement.
References to the Trustee in this Section 7.02(b) shall be deemed to include the Trustee's designee or any other successor to the Master
Servicer.


(c)              
Termination pursuant to this Section or as otherwise provided herein shall be without prejudice to any rights of the Master Servicer
or the Primary Servicer which may have accrued through the date of termination hereunder, including rights to be paid and reimbursed any
outstanding Primary Servicing Fees and Additional Primary Servicing Compensation. In connection with any such termination, the terminated
Primary Servicer shall (i) remit all funds in the related Primary Servicer Accounts to the Master Servicer or such other Person designated
by the Master Servicer, net of accrued Primary Servicing Fees and Additional Primary Servicing Compensation through the termination date
which are due and payable to the Primary Servicer, (ii) deliver all related Primary Servicing Files to the Master Servicer or to Persons
designated by the Master Servicer, and (iii) fully cooperate with the Master Servicer to effectuate an orderly transition of the servicing
of the related Mortgage Loans. All rights of the terminated Primary Servicer relating to the following after such termination shall continue
in full force and effect until payment or other satisfaction in accordance with this Agreement or termination of the Trust: (y) indemnification
pursuant to Section 6.02 hereof; and (z) the payment of its Primary Servicing Fees and Additional Primary Servicing Compensation which
in any such case accrued under the terms of this Agreement on or before the date of such termination shall continue in full force and
effect until payment or other satisfaction in accordance with this Agreement.


ARTICLE VIII.


MISCELLANEOUS PROVISIONS


Section 8.01.     
Rating Agency Communications.


(a)              
The Primary Servicer shall not provide any information directly to, or communicate with, either orally or in writing, any Rating
Agency or any NRSRO regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO's surveillance of
the Certificates or Mortgage Loans, including, but not limited to, providing responses to inquiries




    26 


     


    

from a Rating Agency or NRSRO regarding the
Certificates or the Mortgage Loans relevant to such Rating Agency’s or NRSRO's surveillance of the Certificates and requests for
Rating Agency Confirmation. All such information will be provided by, and all such communications, responses and requests will be made
by, the Master Servicer in accordance with the procedures required by the PSA. To the extent that the Master Servicer is required to provide
any information to, or communicate with, any Rating Agency or NRSRO in accordance with its obligations under the PSA and such information
or communication is regarding the Mortgage Loans or the primary servicing by the Primary Servicer under this Agreement, the Primary Servicer
shall provide the information to the Master Servicer necessary for the Master Servicer to fulfill such obligations. The Primary Servicer
shall have no liability with regard to the Master Servicer's failure to provide to the Depositor or any other party any information, reports
and certificates the Master Servicer is required to delivery under the PSA unless such failure is the result of the Primary Servicer's
failure to meet its obligations hereunder. None of the foregoing restrictions in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Primary Servicer, on the one hand, and any Rating Agency or NRSRO, on the other
hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Primary Servicer, (ii) such
Rating Agency’s or NRSRO’s approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or
(iii) such Rating Agency's or NRSRO’s evaluation of the Primary Servicer's servicing operations in general; provided, that
the Primary Servicer shall not provide any information relating to the Certificates or the Mortgage Loans to any Rating Agency or NRSRO
in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific
identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded
on to the 17g-5 Information Provider's Website; or (z) the Rating Agency confirms in writing that it does not intend to use such information
in undertaking credit rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information
delivered in reliance on the certification provided in this clause (z) for any purpose to the extent it is publicly available (unless
the availability results from a breach of this Agreement, the PSA or any other confidentiality agreement to which such rating agency is
subject) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or
another 17g-5 information provider’s website such Rating Agency has access to) (in each case, subject to any agreement governing
the use of such information, including any engagement letter with the Depositor or any other applicable depositor) other than pursuant
to Section 3.13(j) of the PSA or this Section 8.01(a).


(b)              
The Primary Servicer hereby expressly agrees to indemnify and hold harmless the Master Servicer and its respective officers, directors,
shareholders, members, managers, employees, agents, Affiliates and controlling persons, and the Trust Fund (each, an "Indemnified
Party"), from and against any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures
or other expenses (including reasonable legal fees and expenses), joint or several, to which any such Indemnified Party may become subject,
under the Securities Act, the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages,
claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out
of or are based upon the Primary Servicer’s breach of this Section 8.01 (including, without limitation, a determination by a Rating
Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate




    27 


     


    

thereof pursuant to Exchange Act Rule 17g-5(a)(3),
but solely to the extent such determination is caused by a breach of this Section 8.01 by the Primary Servicer), and will reimburse such
Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending
any such action or claim, as such expenses are incurred.


Section 8.02.     
Amendment.


This Agreement contains
the entire agreement between the parties relating to the subject matter hereof, and may be amended from time to time by the Master Servicer
and the Primary Servicer only by written agreement executed by the party or parties against whom the enforcement of such amendment is
sought. Master Servicer shall not consent to any modification to the PSA in any manner which would increase the obligations or limit the
rights of the Primary Servicer under the PSA or under this Agreement without the prior written consent of the Primary Servicer (which
consent shall not be unreasonably withheld).


Section 8.03.     
Governing Law; Waiver of Jury Trial; Submission to Jurisdiction.


(a)              
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES
TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES
THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS
AGREEMENT.


(b)              
EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE
PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE
OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED
BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


(c)              
THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.






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Section 8.04.     
Notices.


All demands, notices
and communications hereunder shall be in writing and addressed in each case as follows:


(a)              
if to the Primary Servicer, at:


KeyBank National Association


11501 Outlook Street, Suite 300


Overland Park, KS 66211


Attention: Michael Tilden


Email: michael_a_tilden@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite
900


Kansas City, Missouri 64112


Attn: Kraig Kohring


Email: kkohring@polsinelli.com


 


(b)              
if to the Master Servicer:


by U.S. Mail at:


Midland Loan Services, a Division of
PNC Bank, National Association


P.O. Box 25965


Shawnee Mission, KS 66225-5965


Attention: Executive Vice President
- Division Head


Email: NoticeAdmin@midlandls.com and  MLSSubservicergroup@midlandls.com


or by delivery
to:


Midland Loan Services, a Division of
PNC Bank, National Association


10851 Mastin, Suite 300


Overland Park, KS 66210


Attention: Executive Vice President
- Division Head


 


with a copy to:


 


Stinson LLP


1201 Walnut Street


Suite 2900


Kansas City, Missouri 64106-2150


Attn: Kenda K. Tomes




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Any of the above-referenced Persons may
change its address for notices hereunder by giving notice of such change to the other Persons. All notices and demands shall be deemed
to have been given at the time of the delivery at the address of such Person for notices hereunder if personally delivered, mailed by
certified or registered U.S. mail, postage prepaid, return receipt requested, or sent by overnight courier or telecopy. Any notice required
to be delivered under this Agreement may be provided electronically (including by electronic mail).


(c)              
To the extent that any demand, notice or communication hereunder is given to any Primary Servicer by a Responsible Officer of the
Master Servicer, such Responsible Officer shall be deemed to have the requisite power and authority to bind the Master Servicer with respect
to such communication, and any Primary Servicer may conclusively rely upon and shall be protected in acting or refraining from acting
upon any such communication. To the extent that any demand, notice or communication hereunder is given to the Master Servicer by a Responsible
Officer of any Primary Servicer, such Responsible Officer shall be deemed to have the requisite power and authority to bind the Primary
Servicer with respect to such communication, and the Master Servicer may conclusively rely upon and shall be protected in acting or refraining
from acting upon any such communication.


Section 8.05.     
Consistency with PSA and Any Applicable Intercreditor Agreement; Severability of Provisions.


This Agreement shall
be subject to the provisions of the PSA and any applicable Intercreditor Agreement, which provisions shall be paramount and controlling
and shall supersede the provisions of this Agreement to the extent of any conflicts or inconsistencies. If one or more of the provisions
of this Agreement shall be for any reason whatever held invalid or unenforceable or shall be determined to be inconsistent with the PSA
or any applicable Intercreditor Agreement, such provisions shall be deemed severable from the remaining covenants, agreements and provisions
of this Agreement and such invalidity or unenforceability shall in no way affect the validity or enforceability of such remaining provisions
or the rights of any parties hereto. To the extent permitted by law, the parties hereto hereby waive any provision of law that renders
any provision of this Agreement invalid or unenforceable in any respect.


Section 8.06.     
Inspection and Audit Rights.


The Primary Servicer
agrees that, on reasonable prior notice, it will permit any representative of the Master Servicer, during the Primary Servicer's normal
business hours, reasonable access at its principal servicing offices to examine all books of account, records, reports and other documents
of the Primary Servicer relating to the Mortgage Loans, to make copies and extracts therefrom, to cause such books to be audited by accountants
selected by the Master Servicer, and to discuss matters relating to the Mortgage Loans with the Primary Servicer's officers and employees.


Section 8.07.     
Protection of Confidential Information.


The Primary Servicer
shall keep confidential and shall not divulge to any party, without the Master Servicer’s prior written consent (which shall not
be unreasonably withheld or




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delayed), any information pertaining
to the Mortgage Loans, the Mortgaged Properties or the Mortgagors except to the extent that the Primary Servicer provides prior written
notice to the Master Servicer and (a) it is appropriate for the Primary Servicer to do so (i) in working with legal counsel, auditors,
other advisors, taxing authorities or other governmental agencies, (ii) in accordance with Accepted Primary Servicing Practices or (iii)
when required by any law, regulation, ordinance, court order or subpoena or (b) the Primary Servicer is disseminating general statistical
information relating to the mortgage loans being serviced by the Primary Servicer (including the Mortgage Loans) so long as the Primary
Servicer does not identify the owner of the Mortgage Loans or the Mortgagors.


Section 8.08.     
Binding Effect; No Partnership; Counterparts.


Subject to Section
6.01 hereof, with respect to the Primary Servicer, the provisions of this Agreement shall be binding upon and inure to the benefit of
the respective successors and assigns of the parties hereto. Nothing herein contained shall be deemed or construed to create a partnership
or joint venture between the parties hereto, and the services of the Primary Servicer shall be rendered as an independent contractor for
the Master Servicer. For the purpose of facilitating the execution of this Agreement as herein provided and for other purposes, this Agreement
may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,” and
words of like import as used above and elsewhere in this Agreement shall include, in addition to manually executed signatures, images
of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”)
and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated
with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures
and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received,
or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including,
without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


Section 8.09.     
Third Party Beneficiaries.


The
Trustee (for the benefit of the Certificateholders, the RR Interest Owner and the related Companion Holder (if applicable)) and the Trustee
(as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under this Agreement, but (except to the extent the
Trustee or its designee assumes the obligations of the Master Servicer hereunder in accordance with PSA Sections 3.20 and 7.02), none
of the Trust, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Special Servicer,
any successor master servicer, any successor special servicer or any Certificateholder or the RR Interest Owner (or the related Companion
Holder, if applicable) shall have any duties under this Agreement or any liabilities arising from this Agreement.






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Section 8.10.     
Article and Section Headings.


The article and section
headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning thereof.


Section 8.11.     
Non-Solicitation


Without the prior
written consent of the Primary Servicer (or as discussed below), the Master Servicing Group (as defined below) shall not disclose to any
Person employed by the Master Servicer or an Affiliate thereof that is part of a business unit that originates or refinances mortgage
loans any information that the Master Servicing Group has received or obtained or generated or is otherwise in its possession as a result
of its acting as Master Servicer under the PSA (including any information received from the Special Servicer if the Master Servicer and
the Special Servicer are the same party). In addition, without the prior written consent of the Primary Servicer, the Master Servicing
Group shall not take any direct or indirect action, nor will it direct a third party to take any action, to refinance or solicit the refinancing
of any Mortgage Loan except in performance of its duties as Master Servicer under the PSA. For purposes of this Section 8.11, the "Master
Servicing Group" shall mean the business unit of the Master Servicer (which, with respect to PNC Bank, National Association, is called
Midland Loan Services, a Division of PNC Bank, National Association) that is in the business of master servicing and/or primary servicing
commercial multifamily mortgage loans that are in securitizations. Notwithstanding the foregoing, the following shall not constitute violations
of this Section 8.11: (i) dissemination of information or reports as contemplated by the PSA, (ii) promotions or contacts undertaken by
the Master Servicer or any Affiliate of the Master Servicer which are directed to commercial mortgage loan borrowers, originators and
mortgage brokers generally, which promotions, in each case, are based upon information that has been acquired from a source other than
the Master Servicing Group, including, commercially acquired mailing lists or information generally available in the public domain, (iii)
actions taken in connection with serving the refinancing needs of a Mortgagor who, without such solicitation by the Master Servicer as
described in the second preceding sentence, contacts the Master Servicer in connection with the refinance of such Mortgage Loan, (iv)
actions taken or communications made by the Master Servicing Group in connection with the sale of a Specially Serviced Loan or (v) contacts
or solicitations based on information that has been made available in the public domain by a source other than the Master Servicing Group
and not by reason of any action or inaction by the Master Servicing Group, or that was independently developed or already in possession
of the Master Servicing Group or the Master Servicer or its Affiliates without accessing information acquired in connection with duties
as Master Servicer under the PSA.


[SIGNATURE PAGES TO FOLLOW]




    32 


     


    

IN WITNESS WHEREOF,
the Master Servicer and the Primary Servicer have caused this Agreement to be duly executed by their respective officers thereunto duly
authorized as of the date first above written.





 


	 	MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	 By:  	/s/ David A. Eckels
	 	 	Name:  	David A. Eckels
	 	 	Title: 	Senior Vice President
	 	 	 	("Master Servicer")


 



 


 


[SIGNATURE AND NOTICE ADDRESS PAGES AND MORTGAGE
LOAN


SCHEDULES FOR THE PRIMARY SERVICER TO FOLLOW]


 




    KeyBank-Midland Primary Servicing Agreement – BBCMS 2022-C15 – Midland Signature Page 


     


    

 





 


	 	KEYBANK NATIONAL ASSOCIATION
	 	 
	 	 By:  	/s/ Michael A. Tilden
	 	 	Name:  	Michael A. Tilden
	 	 	Title: 	Vice President
	 	 	 	("Primary Servicer")


 



 










    KeyBank-Midland Primary Servicing Agreement – BBCMS 2022-C15 – Midland Signature Page 


     


    

Mortgage Loan Schedule


	Property Name	Loan Name	Borrower Name	Principal Balance	Primary Servicing Fee Rate

(basis points)
	IPCC National Storage Portfolio XV	IPCC National Storage Portfolio XV Mortgage Loans (Note A-1 and Note A-4)	Self-Storage Portfolio XV DST 	 $46,000,000.00 	1.00 
	Residence Inn Portland	Residence Inn Portland Mortgage Loan	Apple Nine SPE Portland, Inc.	 $30,500,000.00 	1.00 
	Kings Row MHC	Kings Row MHC Mortgage Loan	Kings Row MHC - Delaware LLC	 $26,000,000.00 	1.00 
	Fleet Farm Green Bay	Fleet Farm Green Bay Mortgage Loan	KB Green Bay West, DST	 $24,750,000.00 	1.00 
	Mini U Storage Columbia 	Mini U Storage Columbia  Mortgage Loan	Mini U Storage Columbia Limited Partnership	 $20,500,000.00 	1.00 
	Highway 50 Storage 	Highway 50 Storage Mortgage Loan	Hwy 50 Self Storage LLC	 $5,200,000.00 	1.00 
	Pine Ridge Square 	Pine Ridge Square Mortgage Loan	GPR Investments, L.L.C.	 $5,200,000.00 	1.00 
	Orange Professional Building	Orange Professional Building Mortgage Loan	Orange Medical Properties, L.P.	 $3,900,000.00 	1.00 
	Self Stor-It	Self Stor-It Mortgage Loan	Calexico 121, LLC	 $3,800,000.00 	7.00 


 


Companion Loans


	Loan Name	Principal Balance	Note Holder	Primary Servicing Fee Rate (basis points)
	IPCC National Storage Portfolio XV Pari Passu Companion Loan - Note A-2	$30,000,000 	BMO 2022-C1	1.00
	IPCC National Storage Portfolio XV Pari Passu Companion Loan- Note A-3	$10,000,000 	BMO 2022-C1	1.00


 




    KeyBank-Midland Primary Servicing Agreement – BBCMS 2022-C15 – Mortgage Loan Schedule


     


    

EXHIBIT "A"


(Inspection Reports)


 


(see attached)


 




    A-1


     


    

 









     


     


    

 









     


     


    








     


     


    

 






     


     


    








     


     


    




 



     


     


    




 



     


     


    




 


 



     


     


    




 






     


     


    

 


 






     


     


    

 


 



     


     


    

 






     


     


    




 






     


     


    

 






     


     


    




 



     


     


    

 


EXHIBIT "B"


(Form of Quarterly Servicing Certification)


Subservicer:_______________________


Pursuant to the Subservicing Agreement(s) listed
on Attachment 1 hereto, between Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and the above
referenced Subservicer, we certify with respect to each loan serviced by us on behalf of Midland Loan Services, a Division of PNC Bank,
National Association that as of the quarter ending ____________________ except as otherwise noted below:


All taxes, assessments and other governmental
charges levied against the Mortgaged Properties, ground rents payable with respect to the Mortgaged Properties, if any, which would be
delinquent if not paid, have been paid.


All required insurance policies are in
full force and effect on the Mortgaged Properties in the form and amount and with the coverage required by the loan documents.


On all required insurance
policies, the loss payee is in the name of Master Servicer.


All UCC financing
statements have been renewed prior to expiration.


All reserves are maintained and disbursed
in accordance with the loan documents and no expired reserves exist.


Any notice or confirmation received from
the issuer of a letter of credit for any loan has been delivered to Master Servicer in accordance with the related Subservicing Agreement.


Lockboxes are being serviced in accordance
with loan documents.


To the best of our knowledge, all required
loan documents, third party reports and underwriting files are complete and all applicable loan documents have been properly assigned
to the Trust.


There has been no change to the ownership
or organizational structure of Sub-Servicer that would implicate Section 6.01(c) of the Sub-Servicing Agreement and would require the
consent of the Master Servicer. There has been no transfer, pledge or assignment of Sub-Servicer’s servicing rights related to the
Sub-Servicing Agreements covered by this Certification that is not permissible under the terms of such Sub-Servicing Agreements.


EXCEPTIONS (please identify the applicable securitization and loan
number for each exception):


 


 




Servicing OfficerDate


 




    B-1


     


    

 






    B-2


     


    






ATTACHMENT 1


SUBSERVICING AGREEMENTS





	1.	Subservicing Agreement, dated as of _________ __, 20__, by and between Master Servicer and Subservicer.  (Commonly known as SERIES 20__- __)
	2.	Subservicing Agreement, dated as of _________ __, 20__, by and between Master Servicer and Subservicer.  (Commonly known as SERIES 20__- __)







    B-3


     


    

EXHIBIT "C"


(Remittance Reports)


 


(see attached)




    C-1


     


    

 






     


     


    

 


EXHIBIT "D"


(Form of Account Certification)


	Securitization:	
 


	Sub Servicer:	
 


	 	
 

	New Account	
 

	Change of Account Information
	Indicate purpose of account (check all that apply):
	 	
 

	Principal & Interest	
 

	Deposit Clearing
	 	
 

	Taxes & Insurance	
 

	Disbursement Clearing
	 	
 

	Reserves (non-interest bearing)	
 

	Suspense
	 	
 

	Reserves (interest bearing)	 	 
	 
	Account Number:	
 


	Routing Number:	
 


	
     

    Account Name:
	
 


	Depository Institution (and Branch):
	 	Name:	
 

	 
	 	Street:	
 

	 
	 	City, State, Zip:	
 

	 
	 	Rating Agency:	
 

	Rating:	
 


	Please note that the name of the account must follow the guideline specifications detailed in the applicable agreement.
	Prepared by:	
 


	Signature:	
 


	Title:	
 


	Date:	
 


	Telephone:	
 

	 	Fax:	
 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




    D-1


     


    

EXHIBIT "E"


(Form of Monthly Accounts Certification)


Subservicer:__________________________ 


Pursuant to the Subservicing Agreement(s) listed
on Attachment 1 hereto, between Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, and the above-named
Subservicer, I certify with respect to each transaction serviced by us, as noted above, for Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, that all Primary Servicer Accounts have been properly reconciled within 30 days prior to the
date of this certification and the reconciliations have been reviewed and approved by Subservicer’s management, except as otherwise
noted below:


EXCEPTIONS:                                                                                                                                                     


 


 


 


 


 


Servicing Officer                                                              Date


 




    E-1


     


    

 


 


ATTACHMENT 1


SUBSERVICING AGREEMENTS



 



	1.	Subservicing Agreement, dated as of ________ __, 20__, by and between Master Servicer and Subservicer.  (Commonly known as SERIES 20__- __)
	2.	Subservicing Agreement, dated as of ________ __, 20__, by and between Master Servicer and Subservicer.  (Commonly known as SERIES 20__- __)



 



 



    E-2